EX-99.13OTHCONTRCT 42 c13-11.txt Exhibit C.13.11 YANKEE GAS SERVICES COMPANY $50,000,000 in Aggregate Principal Amount of First Mortgage Bonds, 6.20% Series F, Due 2009 BOND PURCHASE AGREEMENT Dated as of January 1, 1999 TABLE OF CONTENTS SECTION 1. ISSUANCE OF BONDS. Section 1.1. Issue of Bonds and Security Section 1.2. Sale of Bonds Section 1.3. Purchase for Investment Section 1.4. Restrictions on Transfer; Legend Section 1.5. Source of Funds; ERISA Section 1.6. Ratification of Representations SECTION 2 REPRESENTATIONS AND WARRANTIES. Section 2.1 Subsidiaries Section 2.2 Corporate Organization and Authority Section 2.3 Business, Property and Indebtedness Section 2.4 Financial Statements: Material Adverse Change Clause Section 2.5 Full Disclosure Section 2.6 Pending Litigation Section 2.7 Title to Properties, Power of Eminent Domain Section 2.8 Leases Section 2.9 Patents, Trademarks. Licenses. Etc Section 2.10 Sale is Legal and Authorized: Bonds are Enforceable Section 2.11 No Defaults Section 2.12 Regulation, Status under Holding Company Act. Investment Company Act; and Foreign or Enemy Status Section 2.13 Regulatory Approval Required Section 2.14 Consents Section 2.15 Taxes Section 2.16 Use of Proceeds: No Margin Regulation Violation Section 2.17 Private Offering Section 2.18 Compliance with Law Section 2.19 ERISA Section 2.20 MGP Sites Section 2.21 Application of Other Laws Section 2.22 Compliance with Environmental Laws SECTION 3 CONDITIONS OF OBLIGATION TO PURCHASE BONDS. Section 3.1 Opinion of Your Special Counsel Section 3.2 Opinions of Counsel for the Company Section 3.3 Opinion of Counsel for the Trustee Section 3.4 Letter of Acknowledgment Section 3.5 Documents Required by Indenture: Basis for Authentication Section 3.6 Recordings Section 3.7 Representations and Warranties True Section 3.8 Performance of the Company's Obligations Section 3.9 No Pending Proceedings Section 3.10 No Default Section 3.11 Legality Section 3.12 Private Placement Number Section 3.13 Proceedings. Instruments Etc SECTION 4 EXPENSES. SECTION 5 CERTAIN SPECIAL RIGHTS. Section 5.1 Direct Payment Section 5.2 Delivery Expenses Section 5.3 Indemnity for Destroyed. Lost. or Stolen Bonds Section 5.4 Late Payments of Interest Section 5.5 No Presentation of Bonds SECTION 6 INFORMATION TO BE FURNISHED TO BONDHOLDERS. Section 6.1 Financial and Other Statements Section 6.2 Officers' Certificates Section 6.3 Inspection SECTION 7 COVENANTS. Section 7.1 Purchase of the Bonds Section 7.2 Bondholder Expenses on Acceleration Section 7.3 Transmission of Funds Section 7.4 Compensation and Reimbursement Section 7.5 Defaults and Acceleration SECTION 8 INTERPRETATION OF AGREEMENT. Section 8.1 Definitions Section 8.2 Directly or indirectly Section 8.3 Accounting Terms Section 8.4 Governing Law Section 8.5 Headings SECTION 9 MISCELLANEOUS. Section 9.1 Notices Section 9.2 Reproduction of Documents Section 9.3 Survival; Severability Section 9.4 Successors and Assigns Section 9.5 Amendment and Waiver Section 9.6 Amendment of DPUC Authorization Section 9.7 Duplicate Originals; Execution and Counterpart ATTACHMENTS TO BOND PURCHASE AGREEMENT: Schedule I Name and Address of Purchaser and Amount of Commitment Schedule 11 Indebtedness Schedule III Location of Disclosed MGP Sites Schedule IV-A Opinion of Your Special Counsel Schedule IV-B Opinion of Counsel for the Company Schedule IV-C Opinion of General Counsel of the Company Schedule IV-D Opinion of Counsel for the Trustee Schedule V Wire Transfer Instructions Exhibit A Form of Supplemental Indenture YANKEE GAS SERVICES COMPANY 599 Research Parkway Meriden. Connecticut 06450-1030 BOND PURCHASE AGREEMENT January 1. 1999 Re: $50,000,000 aggregate principal amount of First Mortgage Bonds. 6.20% Series F. Due 2009 To the Purchaser named in Schedule I of this Agreement Ladies and Gentlemen: The undersigned. YANKEE GAS SERVICES COMPANY, a specially chartered Connecticut corporation (the "Company"). hereby agrees with you as follows: SECTION 1. ISSUANCE OF BONDS. Section 1.1 Issue of Bonds and Security. The Company has duly authorized the issuance and delivery of $50.000.000 in aggregate principal amount of its First Mortgage Bonds, 6.20% Series F. Due 2009 (collectively, the "Bonds"), to be issued under and secured by that certain Indenture of Mortgage and Deed of Trust dated as of July 1, 1989 (the "Original Indenture") by and between the Company and The Bank of New York (as successor to Fleet National Bank, formerly known as The Connecticut National Bank), as Trustee (the "Trustee"), as supplemented and amended and as to be supplemented and amended by a Fifth Supplemental Indenture dated as of January 1, 1999. (the Indenture") which will be substantially in the form attached hereto as Exhibit A. but with such changes therein. if any, as may be agreed upon by you and the Company, and will be entitled to the benefits thereof. The Original Indenture, as heretofore supplemented and amended including, without limitation, by the Supplemental Indenture, is hereinafter referred to as the "Indenture." The terms of the Bonds shall be substantially as set forth in Exhibit A to the Supplemental Indenture and will be dated the date of issuance thereof; will be in the amount of $1.000.000 or any amount in excess thereof that is an integral multiple of $250,000 (except as may be necessary to reflect any principal amount not evenly divisible by $250.000 remaining after any partial redemption), will bear interest on the unpaid principal balance thereof from the date of the Bonds at the rate of 6.20% per annum, payable semiannually on the first day of February and August in each year. commencing on August 1, 1999, and when the principal amount thereof becomes due and payable. and will bear interest on overdue principal (including any optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at a rate equal to the lesser of (a) the highest rate allowed by applicable law or (b) the higher of (i) the Prime Rate or (ii) 7.20% per annum after the due date whether by acceleration or otherwise until paid; and will be expressed to mature on April 1 2009. Interest on the Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. The Bonds are not subject to prepayment or redemption prior to their expressed maturity date except on the terms and conditions and in the amounts and with the premium if any set forth in Section 2.03 ) of the Supplemental Indenture (Optional Redemption). The Indenture creates and will create a first mortgage Lien on and a first security interest in the Property of the Company described therein as being subjected to the Lien thereof (excluding Excepted Property an d subject to Permitted Encumbrances as therein defined), except such Property as may have been released from the Lien thereof in accordance with the terms thereof (such Property not so released being hereinafter defined as the "Trust Estate"). The terms used in this Agreement and not defined at the point at which they are first used are defined in Section 8.1 (Definitions) hereof. Section 1.2 Sale of Bonds. The Company agrees to sell to you, and, subject to the terms and conditions herein set forth, you agree to purchase from the Company. Bonds in the principal amount set forth opposite your name on Schedule I hereto on the Closing Date (as defined below) at a purchase price equal to 100% of the principal amount thereof. The Bonds will be sold and delivered at one closing to be held at the principal offices of Shipman & Goodwin LLP, One American Row. Hartford. Connecticut 06103-2819, at 10:00 a.m. Hartford. Connecticut time, on January 25. 1999. or such other date as shall be mutually agreed upon between you and the Company (the date and time for such closing being hereinafter referred to as the "Closing Date"). On the Closing Date. the Company will deliver to you one duly authenticated Bond (or such other number of Bonds in such denominations of not less than $1,000,000 as you may designate by notice prior to the Closing Date). dated the Closing Date, in the full principal amount of your purchase and registered in your name (or in such nominee name as you shall designate to the Company prior to the Closing Date), against payment to the Company by wire transfer of immediately available funds to the Company in the amount of the purchase price referred to above pursuant to wire transfer instructions set forth in Schedule V attached hereto. Section 1.3 Purchase for Investment. You represent and warrant to the Company that (a) you are an Accredited Investor and (b) you are purchasing your Bonds for your own account for investment and not with a view to the distribution thereof, and that you have no present intention of distributing your Bonds or any part thereof; provided. however, that the disposition of your Property shall at all times be within your control and that your right at all times to sell or otherwise dispose of all or any part of your Bonds pursuant to applicable state securities laws and to an effective registration statement under the Securities Act or it, accordance with an exemption from such registration available under the Securities Act shall not be prejudiced. You covenant and agree that you will only sell or otherwise dispose of all or any part of your Bonds in compliance with applicable federal and state securities laws and Section 1.4 (Restrictions on Transfer; Legend) of this Agreement. Your acquisition of your Bonds hereunder shall constitute a reaffirmation by you, as of the Closing Date, of your representations set forth in this Section 1.3. Section 1.4 Restrictions on Transfer; Legend. The Bonds are subject to restrictions on transfer as described in the private placement memorandum prepared by the Company and dated December 1998. (including the Exhibits thereto and the documents incorporated by reference therein. the "Private Placement Memorandum") and the legend to be endorsed on each certificate for the Bonds. You covenant and agree when effecting resales of the Bonds pursuant to Rule 144A under the Securities Act to make offers and sales only to persons who you reasonably believe to be Qualified Institutional Buyers. The legend on the Bonds will be substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933) (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF YANKEE GAS SERVICES COMPANY (THE "COMPANY") AND PRIOR HOLDERS THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER. WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT. IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A. (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) UNDER THE 1933 ACT, (5) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, SUBJECT (IN THE CASE OF CLAUSES (2) (3) (4) AND (5) TO THE RECEIPT BY THE COMPANY OF A CERTIFICATION OF THE TRANSFEROR (WHICH IN THE CASE OF CLAUSE (4), MAY BE A COPY OF FORM 144 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED STATES. THE HOLDER OF THIS SECURITY WILL. AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. Section 1.5 Source of Funds; ERISA. You further represent and warrant that either: (a) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you; or (b) no part of the funds to be used by you to purchase the Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406 of ERISA, or (c) all or part of such funds constitute assets of one or more separate accounts maintained by you, and you have disclosed to the Company the names of such employee benefit plans. whose assets in such separate account or accounts exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account or accounts as of the date of such purchase. and the Company has advised you in writing (and in making the representations set forth in this clause (c) you are relying on such advice) that the Company is not a party-in-interest nor are the Bonds employer securities with respect to the particular employee benefit plans disclosed to the Company by you as aforesaid (for the purpose of this clause (c). all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan). As used in 'this Section 1.5. the terms "separate account." party-in-interest, employer securities and employee benefit plan" shall have the respective meanings assigned to them in ERISA. If. as contemplated in the foregoing clause (c). you are purchasing Bonds for one or more separate accounts maintained by you. and if it is intended that any of such accounts shall be deemed to be a separate holder of the Bonds allocated to such account, you have identified each such account in Schedule I and the principal amount of Bonds allocated to each such account. and the Company acknowledge (yes and agrees that for all purposes of this Agreement. each such account shall be deemed to be a separate holder of the Bonds allocated to such account as aforesaid. Section 1.6 Certification of Representations. If an agent signs this Agreement on your behalf. your acceptance of delivery of the Bonds shall be deemed a ratification of the representations and warranties of Section 1.3 and Section 1.5 of this Agreement and you acknowledge that you are in privity of contract with the Company. SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce you to enter into this Agreement and to purchase the Bonds listed on Schedule I to this Agreement opposite your name, the Company warrants, represents and undertakes as follows: Section 2.1 Subsidiaries. The Company has no Subsidiaries. Each of the Company's corporate or joint venture Affiliates and the nature of the affiliation are disclosed in the Private Placement Memorandum. Section 2.2 Corporate Organization and Authority. The Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut; (b) has all requisite power and authority (corporate and other) and all necessary licenses, permits and rights to own and operate its Properties and to carry on its business substantially as now conducted (except where the absence of any such license, permit, or right would not, individually or in the aggregate, have a material adverse effect on the Company's business, prospects, Properties or condition (financial or otherwise); and (c) has no Properties and carries on no activities in any jurisdiction which would require qualification. licensing or authorization to do business as a foreign corporation in such jurisdiction. Section 2.3 Business, Property and Indebtedness. (a) Nature of Business: Properties. The Private Placement Memorandum. which previously has been delivered to you. correctly describes the general nature of the business and principal Properties of the Company. (b) Indebtedness. Schedule II to this Agreement correctly lists all outstanding Indebtedness for borrowed money (including, without limitation, purchase money obligations, capital leases and contingent liabilities under guarantees) of the Company as of September 30, 1998 (provided that short-term Indebtedness may be expressed as an aggregate amount). (c) Real Property. The Company does not own or lease real Property or operate a sales or business office (or both) or have any employees located in any jurisdiction other than the State of Connecticut. Section 2.4 Financial Statements: Material Adverse Change Clause. (a) Financial Statements. The unaudited financial statements of the Company as of and for the period ended September 30, 1998, contained in the Private Placement Memorandum have been prepared in accordance with generally accepted accounting principles consistently applied. and present fairly the financial position of the Company as of such date and the results of their operations for such period. (b) Material Adverse Change. Since September 30, 1998, there has been no change in the business, prospects. Properties or condition (financial or otherwise) of the Company, except changes in the ordinary course of business, none of which, either individually or in the aggregate, has been materially adverse. Section 2.5 Full Disclosure. The financial statements referred to in Section 2.4 (Financial Statements; Material Adverse Change), as of their respective dates and for the periods presented, and the Private Placement Memorandum, as of the date hereof, do not. nor does this Agreement or any written statement furnished by or on behalf of the Company to you in connection with the negotiation of the sale of the Bonds, contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained therein or herein not misleading. There is no fact that the Company has not disclosed to you in writing that materially affects adversely nor, so far as the Company can now reasonably foresee. shall materially affect adversely the business, prospects, Properties or condition (financial or otherwise) of the Company or the ability of the Company to perform its obligations set forth in this Agreement, the Indenture or the Bonds. Section 2.6 Pending Litigation. There is no action at law, suit in equity or other proceeding or investigation (whether or not purportedly on behalf of the Company) in any court or by or before any other governmental or public authority or agency or any arbitrator. or, to the best knowledge of the Company, threatened against., the Company or any of its Properties (including. without limitation. any such action, suit, proceeding or investigation relating to any action or omission of the Company) which, if determined adversely to the Company. involves the reasonable possibility of materially and adversely affecting the business. prospects, Properties or condition (financial or other) of the Company, or the ability of the Company to perform its obligations under this Agreement, the Indenture or the Bonds. To the best of its knowledge after due inquiry, the Company is not in default in any material respect with respect to any judgment, order, writ, injunction, rule or regulation or decree or demand of any court or other governmental or public authority or agency. or with respect to the award of any arbitrator. Section 2.7 Title to Properties: Power of Eminent Domain. (a) Title to Properties. The Trust Estate constitutes substantially all the Property of the Company, other than the Excepted Property (as defined in the Indenture). The Company has such title (or may obtain such title by the exercise of its power to condemn property) to its Property as is necessary to engage in its business, and substantially all such Property is in good repair, is properly maintained and is suitable for the use for which it is intended. All real Property that constitutes Trust Estate is located in the State of Connecticut. There is no outstanding Indebtedness of the Company or of any other Person for the purchase price or construction of, or for services, materials and supplies rendered or delivered in connection with the construction of. any Property, or for current operations, that has or could become the basis of a Lien prior to the Lien of the Indenture upon any portion or all of the Trust Estate. other than a Permitted Encumbrance. (b) Power of Eminent Domain. The Company has the power of eminent domain which it may exercise, subject to the requirements of law, in order to acquire any additional Property that is necessary for it to perform its responsibilities as a public service company. Section 2.8 Leases. The Company has the right to. and does, enjoy peaceful and undisturbed possession under all material leases to which it is a party or under which it Is operating. All such leases are valid. subsisting and in full force and effect, and the Company is not in default under any such lease, and no event has occurred and is continuing. and no condition exists, that, after notice or the passage of time or both, could become a material default under any such lease. All material leases to which the Company is a party or under which the Company is operating are situated on real Property located in the State of Connecticut. Section 2.9 Patents, Trademarks, Licenses, Etc. The Company holds all material franchises; patents, trademarks. service marks, trade names, copyrights, certificates, permits, licenses, rights-of-way, easements, consents and other rights, and holds, or holds in effect by acquiescence and is in compliance in all material respects with the terms of. all material franchises, patents, trademarks, service marks, trade names, and copyrights for its business and operations as currently conducted and (except for such franchises, patents, trademarks. service marks, trade names, copyrights, certificates, permits, licenses, rights-of-way. Easements, consents and other rights as may be required to be obtained in the future) as currently proposed to be conducted. without, after due inquiry, any known conflicts with the rights of others, that either individually or in the aggregate could reasonably be expected to materially adverse, affect or materially interfere with the operations of the Company's business. Section 2. 10 Sale is Legal and Authorized; Bonds are Enforceable. (a) Sale is Legal and Authorized. Each of the sale of the Bonds by the Company and compliance by the Company with all of the provisions of this Agreement, the Indenture and the Bonds; (i) is within the corporate powers of the Company; and (ii) is legal and does not conflict with. result in any breach of any of the provisions of, constitute a default under, or result in the creation of any Lien (other than the Lien created by the Indenture) upon any Property of the Company under the provisions of any agreement, charter instrument, bylaw or other instrument to which it is a party or by which it or any of its Property may be bound. (b) Bonds are Enforceable. The obligations of the Company under this Agreement, the Indenture and the Bonds have been duly authorized by proper corporate action on the part of the Company (no action by the shareholders of the Company being required by law. any charter instrument or bylaws of the Company or otherwise), and this Agreement, the Indenture and the Bonds have been executed and delivered by the Company and are valid, binding and enforceable in accordance with the terms of this Agreement, the Indenture and the Bonds. except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium. fraudulent conveyance or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, whether considered in a proceeding in equity or at law. Section 2.11 No Defaults. No event has occurred and no condition exists that, upon the issue of the Bonds, would constitute a Default or an Event of Default. The Company is not in violation in any respect of any term of any charter instrument or bylaw and is. to the best of its knowledge after due inquiry, not in violation in any material respect of any term in any agreement or other instrument to which it is a party or by which it or any of its Property may be bound. Section 2.12 Regulation; Status under Holding Company Act; Investment Company Act: and Foreign or Enemy Status. (a) The Company is subject to the jurisdiction of the DPUC and various other state, federal and local governmental departments and regulatory and environmental commissions, agencies, authorities and bodies with respect to its business operations. Neither the Company nor the Parent is directly subject to the jurisdiction of the FERC. The nature and extent of such regulation are generally described in the Private Placement Memorandum. (b) The Company is exempt from the requirements of the Public Utility Holding Company Act of 1935 (except Section 9(a)(2) thereof) pursuant to Section 31(a)(1) thereof. The Parent has filed all necessary exemption statements with the SEC as of the date of this Agreement. (c) The Company is not, and is not directly or indirectly controlled by, or acting on behalf of any Person that is, an "investment company" within the meaning of the Investment Company Act of 1940. Section 2.13 Regulatory Approval Required. Assuming the Bonds are offered and sold as described in the Private Placement Memorandum and that the representations set forth in Section 1.3 (Purchase for Investment) of this Agreement are correct, no consent of, approval or authorization by, filing, or registration with, or notice to any governmental or public authority or agency is required for the issuance, sale or delivery of the Bonds or the execution, delivery or performance of this Agreement or the Indenture by the Company, other than (a) the authorization of the DPUC, which authorization has been duly obtained, is in full force and effect, and has not been appealed, abrogated, modified, stayed or suspended and no subsequent appeal would, under applicable law, affect the validity or enforceability of the Bonds and (b) the recordings or filings, in respect of the Lien of the Indenture, required under the Indenture. The Company has furnished to your special counsel true, correct and complete copies of (i) said authorization and (ii) as requested by you, all applications, petitions, reports and other papers, and any amendments and supplements thereto (hereinafter in this Section 2.13 referred to collectively as "applications"), heretofore filed with or submitted to the DPUC by the Company in connection with its action to obtain said authorization. The applications did not contain, as of the respective dates of filing or submission thereof, any untrue or incorrect statements of material fact or omit to state any material fact necessary to make the statements contained therein not misleading. Prior to the Closing Date, the Company will furnish to your special counsel all subsequent applications, if any. Section 2.14 Consents. Neither the creation, authorization, issuance or sale of the, Bonds, nor the execution, delivery or performance of this Agreement or the Supplemental Indenture, will require any vote, consent or approval in any manner of any creditor of or investor in, the Company. Section 2.15 Taxes. All federal, state and other tax returns of the Company required by law to be filed have been duly filed and all federal, state and other taxes, assessments, fees and other governmental charges upon the Company or upon any of its respective Properties or assets that are due and payable have been paid, other than those not yet delinquent and except for those being contested in good faith by appropriate proceedings. There are no material Liens on any Properties or assets of the Company imposed or arising as a result of the delinquent payment or nonpayment of any such tax, assessment, fee or other governmental charge. The charges. accruals and reserves on the books of the Company in respect of federal and state income taxes for all fiscal years since December 31, 1989, and in respect of other taxes for all outstanding periods, are adequate and the Company does not know of any additional assessments for such years or any basis therefor. There are no applicable taxes, fees or other governmental charges payable by the Company in connection with the execution and delivery of this Agreement or the offer, issuance. sale or delivery of the Bonds by the Company. Section 2.16 Use of Proceeds: No Margin Regulation Violation. (a) Use of Proceeds. The net proceeds from the sale of the Bonds will be applied to and used to repay short term indebtedness and for other corporate purposes. (b) No Margin Regulation Violation. The Company does not own, directly or indirectly, and does not have the present intention of acquiring or owning any "margin stock" (as such term is defined in Regulation G of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 207, as amended). The Company will not use any part of the proceeds from the sale of the Bonds. directly or indirectly, to "Purchase or carry" (within the meaning of said Regulation G) any "security" (as defined in Section 3(10) of the Exchange Act) or to reduce or retire any indebtedness or originally incurred to purchase or carry any such "security." None of the transactions contemplated by this Agreement (including. without limitation, the direct or indirect use of the proceeds from the sale of the Bonds) will violate or result in a violation of Section 7 of the Exchange Act or any regulations issued pursuant thereto, including, without limitation, said Regulation G. Regulation T (12 C.F.R., Part 220. as amended) and Regulation X (12 C.F.R. Part 224, as amended) of said Board of Governors. Section 2.17 Private Offering. Neither the Company nor A.G. Edwards & Sons, Inc. (the only Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Bonds or any similar Security of the Company) has offered any of the Bonds or any similar Security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than you and 69 other institutional investors, each of whom was offered all or a portion of the Bonds at private sale for investment. Section 2.18 Compliance with Law. The Company: (a) is not, to the best of its knowledge after due inquiry. in violation of any laws, ordinances or governmental rules or regulations to which it is subject, the violation of which. either individually or in the aggregate, could reasonably be expected to materially and adversely affect the business, prospects, Properties or condition (financial or other) of the Company, or (b) has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its Property or to the conduct of its business, which violation or failure could, either individually or in the aggregate, reasonably be expected to materially and adversely affect the business, prospects, Properties or condition (financial or other) of the Company. Neither the execution, delivery or performance of this Agreement or the Supplemental Indenture, nor the performance of the Indenture, nor the offer, issuance, sale or delivery of the Bonds, will cause the Company to be in violation of any law or any order, rule or regulation of any federal, state, county, municipal or other governmental or public authority or agency having jurisdiction over the Company or over its Properties, or the award of any arbitrator. Section 2.19 ERISA. (a) The Company has not, with respect to any of the "employee benefit plans" established or maintained, or to which contributions have been made, by the Company (the "Plans"), engaged in a "prohibited transaction" that could subject the Company to a tax or penalty on prohibited transactions. No Plan that is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code had an "accumulated funding deficiency," whether or not waived. as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof. No liability to the PBGC has been or is expected by the Company to be incurred by the Company with respect to any Plan. There has been no "reportable event" with respect to any Plan (including any Plan termination) since the effective date of Section 4043 of ERISA for which a timely notice to the PBGC, not otherwise waived by the PBGC, was not furnished, and since such date no event or condition has occurred that presents a material risk of termination of any Plan by the PBGC. As of January 1. 1998. the most recent valuation date, the actuarially determined present value of all "accrued benefits" under each Plan that is subject to Part 3 of Subtitle B of Title I of ERISA did not exceed the then current value of the assets of the respective Plan allocable to such benefits. Insofar as the representations and warranties of the Company contained in the preceding sentences of this subsection (a) relate to any Plan that is a "multiemployer plan." such representations and warranties are made to the best knowledge of the Company after due inquiry. (b) The execution and delivery of this Agreement and the Supplemental Indenture, and the issuance and sale by the Company, and the purchase by you hereunder, of the Bonds, will not involve any prohibited transaction. This representation and warranty is made in reliance on your representations in Section 1.5 (Source of Funds: ERISA) hereof as to the source of the funds for your purchase of the Bonds. The Private Placement Memorandum discloses all employee benefit plans with respect to which the Company is a "party in interest" or with respect to which any of the securities of the Company, are "employer securities." If, at any time before the Closing Date, the Company becomes a party in interest with respect to any other employee benefit plan or if its securities become employer securities with respect to any such employee benefit plan, then the Company will notify you in writing of any such employee benefit plan within 15 days after it becomes a party in interest or its securities become employer securities with respect to any such employee benefit plan (but in any event not later than the Closing Date). (c) As used in this Section 2.19, the terms "accrued benefits," "employee benefit plans," and "party in interest" shall have the respective meanings assigned to such terms in Section 3 of ERISA; the term "accumulated funding deficiency" shall have the meaning, assigned to such term in Section 302 of ERISA and Section 412 of the Code; the term "employer security" shall have the meaning assigned to it in Section 407(d)(1) of ERISA; the term "multiemployer plan" shall have the meaning assigned to such term in Section 4001 of ERISA; the term "prohibited transaction" shall have the meaning assigned to such term in Section 4975 of the Code and Section 406 of ERISA; and the term "reportable event" shall have the meaning assigned to such term in Section 4043 of ERISA. Section 2.20 MGP Sites. The Company has conducted a thorough investigation of all MGP Sites currently owned by it for which it could accrue liabilities or have responsibilities pursuant to Environmental Laws. The scope of its investigation included all real Properties (i) for which the Company, to its knowledge as of the date hereof, has responsibilities pursuant to the Environmental Liability Sharing and Indemnity Agreement, dated July 1, 1989, between the Company and Connecticut Light & Power Company. and (ii) set forth in Schedule III (hereafter, the "Disclosed MGP Sites"). As of the date hereof, the Company knows of no MGP Sites other than the Disclosed MGP Sites for which it could accrue liabilities or have responsibilities pursuant to Environmental Laws. Based upon the present knowledge of the Company, the Company does not believe that the Disclosed MGP Sites, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business, prospects, Properties or conditions (financial or otherwise) of the Company. Section 2.21 Application of Other Laws. The issuance and purchase of the Bonds and the security interest granted by the Indenture and contemplated by this Agreement, are not subject to the provisions of Connecticut's Hazardous Waste Establishment Law, Conn. Gen. Stat. Section 22a-134 et seq. Section 2.22 Compliance with Environmental Laws. The Company is not in violation of applicable Environmental Laws, which violation could reasonably be expected to have a material adverse effect on the business, prospects, Properties or condition (financial or otherwise) of the Company. The Company has not received notification from any party that the Company has any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), or the Resource Conservation and Recovery Act of 1976. as amended (42 U.S.C. Section 6901 et seq.). SECTION 3. CONDITIONS OF OBLIGATION TO PURCHASE BONDS. Your obligation to purchase and pay for the Bonds to be purchased by you on the Closing Date shall be subject to the satisfaction, prior to or concurrently with such purchase and payment, of the following conditions: Section 3.1 Opinion of Your Special Counsel. You shall have received from Winthrop, Stimson, Putnam & Roberts, who are acting as special counsel for you in connection with the transactions contemplated by this Agreement an opinion, dated the Closing Date, in form and substance satisfactory to you, to the effect specified in Schedule IV-A hereof. Section 3.2 Opinions of Counsel for the Company. You shall have received from Shipman & Goodwin LLP. counsel for the Company, and Mary J. Healey, Esq., Secretary and General Counsel of the Company, opinions. each dated the Closing Date in form and substance satisfactory to you and your special counsel. to the effect specified in Schedule IV-B and Schedule IV-C, respectively, hereof. Section 3.3 Opinion of Counsel for the Trustee. You shall have received from Gould & Wilkie, counsel for the Trustee. an opinion, dated the Closing Date, in form and substance satisfactory to you and your special counsel, to the effect specified in Schedule IV-D hereof. Section 3.4 Letter of Acknowledgment. You shall have received a letter from, or acknowledged and accepted by, the Trustee, in form and substance reasonably satisfactory to you and your special counsel, acknowledging and accepting the terms of Sections 5.1 (Direct Payment) and 5.3 ) (Indemnity for Destroyed. Lost, or Stolen Bonds hereof. Section 3.5 Documents Required by Indenture; Basis for Authentication. The Company shall have furnished to the Trustee the resolutions, certificates and other instruments and cash, if any, required to be delivered prior to or upon the issuance of the Bonds pursuant to the provisions of the Indenture. The Company shall have requested the Trustee to and the Trustee shall have authenticated the Bonds pursuant to Article Five (Authentication and Delivery of Additional Bonds) of the Indenture. The Company shall be able to comply with all other conditions with respect to the authentication of the Bonds imposed by the Indenture. Section 3.6 Recordings. On or prior to the Closing Date, the Supplemental Indenture shall have been duly authorized, executed and delivered by the Company and the Trustee, substantially in the form of Exhibit A hereof (with such changes therein as shall be agreed upon by you and the Company), and shall be in full force and effect, and the Indenture (including the Supplemental Indenture) and all other documents, including, without limitation, Uniform Commercial Code financing statements (the "Financing Statements") and lien certificates pursuant to Section 49-5 of the Connecticut General Statutes, shall have been duly executed and properly recorded or filed in such manner and in each Jurisdiction in which recording is required to establish the mortgage Lien and security interest created by the Indenture as a first mortgage Lien on and/or a first security interest in the Trust Estate. subject only to, Permitted Encumbrances. Section 3.7 Representations and Warranties True. The representations and warranties of the Company contained in Section 2 (Representations and Warranties) hereof shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, and you shall have received an Officers' Certificate, dated the Closing Date, to that effect. Section 3.8 Performance of the Company's Obligations. The Company shall have performed all of its obligations to be performed hereunder and under the Indenture prior to or or the Closing Date and you shall have received an Officers' Certificate, dated the Closing Date, to that effect. Section 3.9 No Pending Proceedings. The requisite authorization of the DPUC referred to in Section 2.13 (Regulatory Approval Required) hereof shall be in full force and effect and shall not have been appealed, revoked, amended, stayed or suspended and there shall not be pending or, to the Company's best knowledge, contemplated any proceedings before or action of the DPUC to abrogate or modify such authorization, and you shall have received an Officers' Certificate, dated the Closing Date, to that effect. Such authorization shall be legally sufficient to authorize the offer, issuance, sale and delivery of the Bonds and the execution, delivery and performance of this Agreement and the Supplemental Indenture by the Company, and there can be no abrogation or modification of such authorization after the delivery of the Bonds that would invalidate the Bonds or alter. diminish or void the obligations of the Company under this Agreement, the Indenture or the Bonds. Section 3.10 No Default. No event shall have occurred, and no condition shall exist, which shall constitute a Default, or, after notice or the passage of time or both, could become a Default, and you shall have received an Officers" Certificate, dated the Closing Date, to that effect. Section 3.11 Legality. The Bonds shall qualify as a legal investment for life insurance companies under the provisions of the insurance law of any jurisdiction to which you are subject, without reference to any so-called "basket" clause of such laws (or any clause that imposes limitations on particular investments, whether in the aggregate or individually), and you shall have received from the Company such information or evidence as you may reasonably request to enable you to determine whether such purchase is so permitted. Section 3.12 Private Placement Number. On or prior to the Closing Date, your special counsel shall have duly made the appropriate filings with Standard and Poor's CUSIP Service Bureau, as agent for the National Association of Insurance Commissioners, in order to obtain a private placement number for the Bonds. Section 3.13 Proceedings, Instruments, Etc. All proceedings and actions taken on or prior to the Closing Date in connection with the transactions contemplated by this Agreement, and all instruments incident thereto, shall be satisfactory, in form and substance to you and your special counsel, and you and your special counsel shall have received copies of all such documents that you or they may reasonably have requested in connection with such proceedings, actions and transactions (including, without limitation, evidence of the correctness of representations and warranties contained herein and in the Supplemental Indenture, and evidence of compliance with the terms and the fulfillment of the conditions of this Agreement and the Indenture), in form and substance satisfactory to you and your special counsel. SECTION 4. EXPENSES. Whether or not the Bonds are sold or this Agreement is terminated the Company will pay, and will save you harmless against liability for, all costs and expenses relating to this Agreement, the Supplemental Indenture or the Bonds, to any modification, amendment or alteration of this Agreement, the Indenture or the Bonds (whether or not the same have become effective), or to any enforcement of this Agreement, the Indenture or the Bonds, including, without limitation: (a) the cost of printing. preparing and reproducing this Agreement, the Supplemental Indenture, the Bonds and every instrument of modification, amendment or alteration, the cost of all recordings and filings of or in respect of the foregoing, and the cost of obtaining a private placement number from Standard and Poor's CUSIP Service Bureau for the Bonds. (b) the fees and disbursements of your special counsel, of your local counsel, if any, of all counsel for the Company and of the Trustee and counsel for the Trustee; (c) your reasonable out-of-pocket expenses, (d) the cost of delivering to your home office, insured to your satisfaction, the Bonds purchased by you on the Closing Date: (e) all costs and expenses (including, without limitation, legal fees and disbursements) relating to any amendments. waivers or consents involving the provisions hereof, of the Indenture or of the Bonds (whether or not the same have become effective), including, without limitation, any amendments. waivers or consents resulting from any work-out, renegotiation or restructuring relating to the enforcement of this Agreement, the Indenture or the Bonds; (f) the broker's or finder's fees of any Person retained by the Company in connection with the sale of the Bonds, it being represented and warranted by the Company that: (i) A.G. Edwards and Sons, Inc. is the only Person authorized by the Company to act as agent on its behalf in connection with the sale of the Bonds, and (ii) such Person acted solely as agent for the Company and not as agent for you: and (g) all taxes in connection with the issuance and original sale by the Company of the Bonds and in connection with any modification of the Bonds at the request of the Company. and will save you and any subsequent holder of the Bonds harmless without limitation as to time against any and all liabilities with respect to all such taxes, including any interest or penalty for nonpayment or delay in payment thereof and any income taxes paid by you in connection with any reimbursement by the Company thereof. The obligations of the Company under this Section 4 shall survive the payment of the Bonds and the termination of this Agreement. SECTION 5. CERTAIN SPECIAL RIGHTS. In the event of any conflict between any provisions set forth below and the Indenture, the provisions set forth below shall control. Section 5.1 Direct Payment. Notwithstanding anything to the contrary contained in this Agreement, the Indenture or the Bonds, the Company shall pay all amounts with respect to each Bond held by each Institutional Holder of Bonds (without any presentment of such Bond and without any notation of such payment being made thereon) by crediting before 12:00 noon, New York time, by Federal funds bank wire transfer, the account of such Institutional Holder, in any bank in the United States of America as may be designated in writing by such Institutional Holder, or in such other lawful manner as may be directed or to such other address in the United States of America as may be designated in writing by such Institutional Holder. Your address on Schedule I to this Agreement shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. Section 5.2 Delivery Expenses. If you surrender any Bond to the Company or the Trustee pursuant to this Agreement or the Indenture, or if the Company issues any new Bond pursuant to this Agreement or the Indenture (other than pursuant to requests of Bond holders for exchanges), the Company will pay the cost of delivering to or from your office from or to the Company or the Trustee, insured to your satisfaction, the surrendered Bond or Bonds and any Bond or Bonds issued in substitution or replacement for the surrendered Bond or Bonds, in each case insured to your satisfaction. Section 5.3 Indemnity for Destroyed, Lost, or Stolen Bonds. The Company and the Trustee acknowledge that any holder of Bonds that is an Institutional Holder may satisfy its obligation to deliver security or indemnity in respect of destroyed. lost, or stolen Bonds, as set forth in Section 3.08 (Mutilated, destroyed, lost and stolen Bonds) of the Indenture, by delivering its own unsecured letter of indemnity in respect thereof. Section 5.4 Late Payments of Interest. The provisions of Section 3.09 (Payment of interest on Bonds, interest rights preserved) (other than the first and last paragraphs thereof) of the Indenture shall not apply to the Bonds, Interest on any Bond, other than that paid in accordance with first sentence of such Section 3.09, shall be paid to the Person in whose name that Bond (or one or more Predecessor Bonds (as defined in the Indenture)) is registered at the close of business on the day before such payment. Section 5.5 No Presentation of Bonds. Notwithstanding any provisions of the Indenture to the contrary, no holder of Bonds shall be required to present or surrender such Bonds to the Company, the Trustee or any other Person prior to, or as a condition of receiving any payment in respect thereof. You agree that you will deliver to the Company all Bonds registered in your name, at the time of final payment in full of all amounts due in respect thereof, within a reasonable period after such final payment. SECTION 6. INFORMATION TO BE FURNISHED TO BONDHOLDERS. Section 6.1 Financial and Other Statements. The Company shall deliver to you, if at the time you or your nominee holds any Bonds (or if you are obligated to purchase any Bonds), and to each other Institutional Holder of the then outstanding Bonds (and, in the case of the financial statements delivered pursuant to Section 6.1(b) hereof. to the Securities Valuation Office, National Association of Insurance Commissioners, 195 Broadway, New York, New York 10007, provided that failure to do so shall not constitute a Default or an Event of Default): (a) Company Quarterly Statements - as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company, and in any event within 45 days thereafter, duplicate copies of: (i) a balance sheet of the Company as at the end of such quarter, and (ii) a statement of income of the Company for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and a statement of cash flows of the Company for the portion of the fiscal year ending with such quarter. setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments, by a principal financial officer of the Company: if the Company at any time has any Subsidiaries, all of the foregoing financial statements shall be prepared on a consolidated basis. (b) Company Annual Statements - as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, duplicate copies of. (i) a balance sheet of the Company as at the end of such year, and (ii) statements of income, changes in shareholders' equity and cash flows of the Company for such year. setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, certified and accompanied by a report thereon of Arthur Andersen LLP or other independent public accountants of recognized national standing selected by the Company or other independent public accountants acceptable to the holders of a majority in principal amount of the Bonds then outstanding, which report shall state that such financial statements fairly present the financial condition of the companies being reported upon and have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances: if the Company at any time has any Subsidiaries, all of the foregoing financial statements shall be prepared on a consolidated basis. (c) Parent Quarterly Statements - as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Parent, and in any event within 45 days thereafter, duplicate copies of: (i) a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such quarter, and (ii) a consolidated statement of income of the Parent and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and a consolidated statement of cash flows of the Parent and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting, forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year. all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments. by a principal financial officer of the Parent; (d) Parent Annual Statements - as soon as practicable after the end of each fiscal year of the Parent, and in any event within 90 days thereafter, duplicate copies of: (i) a consolidated balance sheet of the Parent and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Parent and its Subsidiaries, for such year. setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, certified and accompanied by a report thereon of Arthur Andersen LLP, or other independent public accountants of recognized national standing selected by the Parent, or other independent public accountants acceptable to the holders of a majority in principal amount of the Bonds then outstanding, which report shall state that such financial statements fairly present the financial condition of the companies being reported upon and have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances: (e) Audit Reports - promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary of the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary of the Company; (f) SEC and Other Reports - promptly upon their becoming available one (1) copy of each financial statement, report, notice or proxy statement sent by the Parent, the Company or any Subsidiary of the Company to stockholders generally or holders or trustees of its publicly-traded debt securities, and of each regular or periodic report and any registration statement or prospectus filed by the Parent. the Company or any Subsidiary of the Company with the National Association of Securities Dealers, any securities exchange or the SEC; (g) ERISA - promptly after becoming aware of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA), other than reportable events with respect to which the 30-day notice period has been waived by applicable regulation, or (ii) "prohibited transaction" (as such term is defined in Section 406 or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Company is taking or proposes to take with respect thereto. And, when known, any action taken by the IRS, the Department of Labor or the PBGC with respect thereto; (h) ERISA Waivers - prompt written notice of and a description of any request pursuant to Section 303 of ERISA or Section 412 of the Code for, or notice of the granting pursuant to said Section 303 or Section 412 of, a waiver in respect of all or part of the minimum funding standard set forth in ERISA or the Code, as the case may be, of any Pension Plan, and, in connection with the granting of any such waiver, the amount of any waived funding deficiency (as such term is defined in said Section Section 303 or said Section 412) and the terms of such waiver; (i) Other ERISA Notices - prompt written notice of and, where applicable, a description of (i) any notice from the PBGC in respect of the commencement of any proceedings pursuant to Section 4042 of ERISA to terminate any Pension Plan or for the appointment of a trustee to administer any Pension Plan, (ii) any distress termination notice delivered to the PBGC under Section 4041 of ERISA in respect of any Pension Plan, and any determination of the PBGC in respect thereof, (iii) the placement of any Multiemployer Pension Plan in reorganization status under Title IV of ERISA, (iv) any Multiemployer Pension Plan becoming "insolvent" (as such term is defined in Section 4245 of ERISA under Title IV of ERISA), (v) the whole or partial withdrawal of the Company or any ERISA Affiliate from any Multiemployer Pension Plan and the withdrawal liability incurred in connection therewith, and (vi) the withdrawal of the Company or any ERISA Affiliate from any Pension Plan with respect to which it is a "substantial employer" under, and as defined in, ERISA and the withdrawal liability under ERISA incurred in connection therewith; (j) Notice of Default or Event of Default - immediately upon a Designated Officer becoming, aware of the existence of any condition or event that constitutes a Default or an Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; (k) Notice of Claimed Default - immediately upon becoming aware of the existence of a Default in respect of any Bond, or any default in respect of any evidence of indebtedness or other Security of the Company or any Subsidiary of the Company in an outstanding principal amount of at least $1.000.000, a written notice specifying any notice given or action taken by any holder thereof and the nature of the claimed Default or default and what action the Company is taking or proposes to take with respect thereto; (l) Notice of Environmental Matters - (i) The Company shall provide written notice to any holder of the Bonds within thirty (30) days of the Company obtaining knowledge of: (1) any proceeding, litigation, judgment or order by a governmental authority involving any Disclosed MGP Site or other MGP Site for which the Company is or is alleged to be responsible: or, (2) any of the following, that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business, prospects, Properties (taken as a whole) or condition (financial or otherwise) of the Company: (A) the violation of any Environmental Law; (B) any claim, demand, investigation, proceeding, cost recovery action, litigation, judgment, order or lien arising, pursuant to any Environmental Law or from the release or disposal of any Hazardous Substance; or, (C) any other environmental, health or safety condition or occurrence. (3) The Company shall deliver to any holder of the Bonds any such documents or records regarding the above matters that may be reasonably requested by any such holder and that may be obtained without need to initiate legal proceedings, except if such documents or records were generated by the Company for litigation and are protected from discovery or are otherwise protected from discovery or if such documents or records are covered by a written confidentiality agreement entered into by the Company for the purpose of maintaining the confidentiality of information provided to the Company by any Person other than an Affiliate. (m) Requested Information - with reasonable promptness, such other data and information as from time to time may be reasonably requested, including, without limitation, such financial or other information as may reasonably be requested to permit the holders of the Bonds to comply with the requirements of Rule 144A promulgated under the Securities Act in connection with a resale of the Bonds, provided that the transferee agrees to be bound by the confidentiality provisions contained in Section 6.3 (Inspection) of this Agreement. You may supply copies of any financial statements or reports furnished pursuant to this Section 6.1 to any regulatory authority having jurisdiction over you. The Company agrees to supply a reasonable number of additional copies of any of the materials referred to in this Section 6.1 upon written request. Section 6.2 Officers' Certificates. Each set of financial statements delivered to you or any other holder of the Bonds pursuant to Section 6.1(b) (Financial and Other Statements (Company Annual Statements)) hereof shall be accompanied by a certificate of the President or a vice-president and the Treasurer or an Assistant Treasurer of the Company setting forth that the signers have reviewed the relevant terms of this Agreement and the Indenture and have made. or caused to be made under their supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the accounting period covered by the income statements being delivered therewith to the date of the certificate and that such review has not disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists. specifying the nature and period of existence thereof and what action the Company has taken or proposes to take with respect thereto. Section 6.3 Inspection. The Company shall permit any of your representatives. while you or your nominee holds any Bond, or the representatives of any other Institutional Holder of the Bonds, at your or such holder's expense (unless a Default or an Event of Default has occurred and is continuing, in which case at the Company's expense), to visit and inspect any of the Properties of the Company or any Subsidiary of the Company, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and, if you reasonably believe that a Default or an Event of Default exists, with independent public accountants (and by this provision the Company authorizes said accountants to discuss the finances and affairs of the Company and its Subsidiaries) provided that prior notice of the request by you for such discussions is given to the Company (unless a Default has occurred, in which case no prior notice shall be required) all at such reasonable times and as often as may be reasonably requested. All information that is furnished to or obtained by any holder of Bonds pursuant to Section 6.1 (Financial and Other Statements) hereof, Section 6.2 (Officers' Certificates) hereof, or this Section 6.3 shall be received and held in confidence unless or until the same has been publicly disclosed (other than by or on behalf of any Bond holder): provided, however, that any holder of Bonds shall not in any way be the use of such formation in order to determine and enforce compliance with the terms and conditions of this Agreement or the Indenture or take any lawful action that it deems necessary to protect its interests herein and in the Bonds or the Indenture, and provided, further, that any holder of Bonds may furnish any such information in compliance with any court order or the requirements of any regulatory body, agency, authority or commission to whose jurisdiction such holder may be subject, to its independent accountants, attorneys or to any Person to whom such holder owes any duty of disclosure, to the National Association of Insurance Commissioners, rating agencies and to any Institutional Holder to whom such holder is considering selling any Bonds. It is understood that no Bond holder shall be liable to the Company or to any other Person in damages for failure to comply with the undertaking contained in this paragraph except in any case involving gross negligence or willful misconduct by such holder. SECTION 7. COVENANTS. In the event of any conflict between any provisions set forth below and the Indenture, the provisions set forth below shall control. Section 7.1 Purchase of the Bonds. The Company shall not, nor shall it permit any of its Subsidiaries or Affiliates to, directly or indirectly, acquire or make any offer to acquire any Bonds unless the Company or any such Subsidiary or Affiliate has offered to acquire Bonds, pro rata, from all holders of Bonds. upon the same terms. Section 7.2 Bondholder Expenses on Acceleration. So long as any Bond is outstanding, upon the rescission and annulment of a declaration of acceleration and its consequences, as provided for in Section 9.02 (Acceleration of Maturity; Rescission and Annulment) of the Indenture, the Company shall pay the reasonable expenses, disbursements and advances of each holder of Bonds (including, without limitation, the reasonable fees and disbursements of its counsel). Section 7.3 Transmission of Funds. The Trustee shall transmit to each holder of Bonds, by wire transfer of immediately available funds as provided in Schedule I hereto, or in such other manner as may be directed or to such other address in the United States of America as may be designated in writing by such holder, all funds received by it (whether by means of foreclosure on the Trust Estate or otherwise) that are payable in respect of the Bonds. (Nothing in this Section 7.3 shall be deemed to affect the Company's obligation to make payments in the manner provided in Section 5.1 (Direct Payment) of this Agreement). Such wire transmissions shall be made on the same day as the Trustee receives collected funds if such receipt occurs prior to 12:00 noon Hartford, Connecticut time on such day and, in all other cases, on the next succeeding Business Day. Section 7.4 Compensation and Reimbursement. The Company agrees to indemnify any holder of Bonds that has made a payment to the Trustee as the result of any security or indemnity given to the Trustee by such holder pursuant to Section 10.03(E) (Certain rights of Trustee) of the Indenture in circumstances where the Company would otherwise have been obligated under the terms of the Indenture or this Agreement to reimburse the Trustee or any holder of the Bonds for, or indemnify the Trustee or any holder of the Bonds against, the costs. expenses and/or liabilities for which such payment was made. Section 7.5 Defaults and Acceleration. (a) Pursuant to the Indenture. for purposes of determining whether a Default or Event of Default exists with respect to the Bonds, but only with respect to the Bonds, the following shall also constitute Events of Default under the Indenture: (i) default in the performance. or breach, of any covenant or warranty in this Agreement (other than (1) Section 6.1(1) (Financial and Other Statements (Notice of Environmental Matters) hereof or (2) a covenant or warranty a default in the performance or breach of which is specifically dealt with elsewhere in this Agreement. and continuance of such default or breach for a period of 30 days after notice has been given in accordance with the procedures described in Section 9.01C (Events of Default) of the Indenture; or (ii) default in any representation or warranty made by the Company herein, or made by the Company in any statement or certificate furnished by the Company in connection with the consummation of the issuance and delivery of the Bonds is untrue in any material respect as of the date of the issuance or making thereof, or (iii) the Company or any of its Subsidiaries defaults in any payment. beyond any period of grace provided with respect thereto, of principal of, or premium or interest on. any obligation for borrowed money having an outstanding principal amount of $10,000,000 or more; or (iv) a final, non-appealable judgment in an amount in excess of $10,000,000 above available insurance coverage (so long as the insurer shall have agreed, in writing at the time such judgment becomes final, that it is responsible for payment of such judgment up to the limit of available coverage) is rendered against the Company or any of its Subsidiaries and. within 60 days after entry thereof, such judgment is not discharged. (b) In addition to the sums stated to be payable pursuant to Section 9.06 (Covenant to pay Trustee amounts due on Bonds and right of Trustee to judgment) of the Indenture upon the occurrence of the defaults referred to therein, upon the occurrence of an acceleration pursuant to Section 9.02 (Acceleration of Maturity; Rescission and Annulment) of the Indenture, the Company shall pay the Make-Whole Amount, calculated as of the time of such payment, to each holder of bonds in respect of the bonds held by such holder. "Make-Whole Amount" shall mean in connection with any redemption or prepayment or acceleration of the Bonds, the excess, if any, of (a) the aggregate present value as of the date of such redemption or prepayment of each dollar of principal being redeemed or prepaid and the amount of interest (exclusive of interest accrued to the date of redemption or prepayment) that would have been payable in respect of such dollar if such redemption or prepayment or acceleration had not been made, determined by discounting such amounts at the Reinvestment Rate from the respective dates on which they would have been payable, over (b) 100% of the principal amount of the outstanding Bonds being redeemed, prepaid or paid. If the Reinvestment Rate is equal to or higher than 6.20%, the Make-Whole Amount shall be zero. For purposes of any determination of Make-Whole Amount: "Reinvestment Rate" shall mean (1) the sum of .50% plus the yield reported on page "USD" of the Bloomberg/Treasury Money Market Monitor Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in United States government Securities) at 12:00 noon (New York time) on such date for United States government Securities having a maturity rounded to the nearest month corresponding to the remaining Weighted Average Life to Maturity of the principal being redeemed, prepaid or paid or (2) in the event that no such nationally recognized trading screen reporting on-line intraday trading in United States government Securities is available. Reinvestment Rate shall mean .50 plus the arithmetic mean of the yields under the respective headings "This Week" and "Last Week" published in the Statistical Release under the caption "Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the Weighted Average Life to Maturity of the principal being redeemed, prepaid or paid. If no maturity exactly corresponds to such Weighted Average Life to Maturity, yields for the two published Maturities most closely corresponding to such Weighted Average Life to Maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. "Statistical Release" shall mean the then most recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Federal Reserve System and that establishes yields on actively traded U.S. government Securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination hereunder, then such other reasonably comparable index that is designated by the holders of 66-2/3% in aggregate principal amount of the outstanding Bonds. "Weighted Average Life to Maturity" of the principal amount of the Bonds being redeemed, prepaid or paid shall mean, as of the time of any determination thereof, the number of years obtained by dividing the then Remaining Dollar-Years of such principal by the aggregate amount of such principal. The term "Remaining Dollar-Years" of such principal shall mean the amount obtained by (1) multiplying the amount of principal that would have become due at the stated maturity of the Bonds if such redemption, prepayment or payment had not been made by the number of years (calculated to the nearest one-twelfth) that will elapse between the date of determination and such stated maturity date of the Bonds. SECTION 8. INTERPRETATION OF AGREEMENT. Section 8.1 Definitions. Except as the context shall otherwise require. the following terms shall have the following meanings for all purposes of this Agreement (the definitions to be applicable to both the singular and the plural forms of the terms defined. where either such form is used in this Agreement): The term "Accredited Investor" shall have the meaning ascribed to such term in Section 2(15) or Rule 501 (a) under the Securities Act. The term "Affiliate" with respect to any Person shall mean a Person (a) that. directly. or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. (b) that, directly or indirectly, beneficially owns or holds of record 10% or more of the shares of any class of capital stock of or interest in such Person, (c) 10% or more of the shares of any class of capital stock of or interests in which is, directly or indirectly, beneficially owned or held of record by such Person, or (d) who is an officer or director of (or an individual performing similar management or supervisory functions for) such Person. The term "control" (including the related terms "controlled by" and "under common control with") shall mean the possession. direct or indirect, of the power to direct or cause the direction of the management and policies of a Person. whether through the ownership of capital stock, by contract or otherwise. The term "Bonds" shall have the meaning assigned thereto in Section 1.1 (Issue of Bonds and Security) hereof. The term "Business Day" shall mean a day other than a Saturday, Sunday or legal holiday or the equivalent banking institutions generally (other than a moratorium) in Hartford, Connecticut or New York, New York. The term "Closing Date" shall have the meaning assigned thereto in Section 1.2 (Sale of Bonds) hereof. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. The term "Company" shall mean Yankee Gas Services Company, a specially chartered Connecticut corporation, and its successors and assigns. The term "Default" shall mean any event or condition, the occurrence of which would, with the lapse of time or the giving of notice, or both, constitute an Event of Default. The term "Designated Officer" shall mean any officer of the Company who may sign an Officers' Certificate under the Indenture. The term "Disclosed MGP Site" shall have the meaning set forth in Section 2.20 (MGP Sites) hereof. The term "DPUC" shall mean the Department of Public Utility Control of the State of Connecticut. The term "Environmental Law" shall mean any federal, state or local, statute, law, regulation, ordinance, order, consent decree, judgment, permit, license, code, common law or other legal requirement now or, for purposes of Section 6.1(1) (Financial and Other Statements (Notice of Environmental Matters)), hereafter enacted pertaining to protection of the environment, health or safety of persons, natural resources, conservation, wildlife, waste management, any Hazardous Substance. and pollution (including, without limitation. regulation of releases and disposals to air, land, water and groundwater), and includes, without limitation, the Comprehensive Environmental Response. Compensation and Liability Act of 1980 as amended by the Superfund Amendments and Reauthorization Action of 1986, 42 U.S.C. Section 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. Section et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. Section 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. Section 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Section 651 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.. National Environmental Policy Act of 1975, 42 U.S.C. Section 4321 et. seq., Safe Drinking Water Act of 1974. as amended. 42 U.S.C. Section 300(f) et seq., and any similar or implementing state law. and all amendments. rules. regulations and publications promulgated thereunder. The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. The term "ERISA Affiliate" shall mean any corporation or trade or business that (i) is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company or (ii) is under common control (within the meaning of Section 414(c) of the Code) with the Company. The term "Event of Default" shall mean one of the "events of default" enumerated in Section 7.5(a) hereof or Article Nine (Remedies) of the Indenture. The term "Exchange Act" shall mean the Securities Exchange Act of 1934. The term "FERC" shall mean the Federal Energy Regulatory Commission. The term "Hazardous Substance" shall mean any hazardous or toxic chemical, waste. By product, pollutant, contaminant, product, material or substance, including without limitation, asbestos, polychlorinated biphenyl's, petroleum (including crude oil or any fraction thereof) and any substance defined as a hazardous substance or waste pursuant to an Environmental Law. The term "hereof", "herein," "hereunder" and other words of similar import shall be construed to refer this Agreement as a whole and not to any particular Section or other subdivision. The term "heretofore" shall be construed to refer to the time prior to the date of original execution and delivery by the Company of this Agreement. The term "holder" (with respect to any Bond) shall mean the Person in whose name a bond is registered in the register of Bonds maintained pursuant to the Indenture. The term "Indebtedness" with respect to any Person shall mean all items (other than capital stock and surplus) that, in accordance with generally accepted accounting principles, would be shown on the liability side of a balance sheet of such Person as of the date on which indebtedness is to be determined. The term "Indebtedness" shall also include, whether or not so reflected, (a) debt, obligations and liabilities secured by any Lien existing on Property owned by such Person if such Property is subject to such Lien, whether or not the debt, obligations or liabilities secured thereby have been assumed, (b) debt that has been removed in substance from the balance sheet of the Company as a result of the in-substance defeasance thereof, (c) obligations of such Person under any lease that is required under generally accepted accounting principles prevailing on the date of determination to be shown on the liability side of a balance sheet of such Person or that, whether or not required to be so shown, contains terms that require the payment of lease rentals whether or not the Property leased thereunder shall exist or can be used for the purpose for which it has been leased, or provides for a termination payment calculated to be sufficient to retire any debt, obligations or liabilities secured by a Lien on such lease or on the Property leased thereunder: (d) all obligations of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person and (e) all obligations of such Person to purchase any materials, supplies or other Property, or to obtain the services of any other Person, if the relevant contract or other related document requires that payment for such materials. supplies or other Property, or for such services, shall be made regardless of whether or not delivery of such materials. supplies or other Property is ever made or tendered or such services are ever performed or tendered. The term "Indenture" shall have the meaning assigned thereto in Section 1.1 (Issue of Bonds and Security) hereof. The term "IRS" shall mean the Internal Revenue Service and any successor agency. The term "Institutional Holder" shall mean (a) you and any of your Affiliates or nominees, and (b) any insurance company, bank, savings and loan association, trust company, investment company, charitable foundation, employee benefit plan (as defined in ERISA) or other institutional investor or financial institution that is the record or beneficial owner of not less than $1,000,000 in aggregate principal amount of the Bonds outstanding. provided that this limitation shall not be applicable in the event that the aggregate principal amount of the outstanding Bonds is less than $1,000,000. The term "Lien" shall mean any interest in Property securing an obligation owed to, or a claim by, any Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including the Lien or security interest arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt, or from a lease, consignment or bailment for security purposes. The term "Lien" shall also include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For purposes of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement or other arrangement (including a leasing arrangement) pursuant to which title to the Property has been retained by or vested in some other Person for security purposes. The term "MGP Site" shall mean any real property upon which a manufactured gas plant or facility manufacturing, gas from coal or petroleum is or was located. The term "Multlemployer Pension Plan" shall mean any "multiemplover pension plan" (as defined in Section 3(37) of ERISA) in respect of which the Company or any ERISA Affiliate is an "employer" (as such term is defined in Section 3 of ERISA). The term "Multiple Employer Pension Plan" shall mean an employee benefit plan within the meaning of Section 3(3) of ERISA other than a Multiemployer Pension Plan, subject to Title IV of ERISA. to which the Company or any ERISA Affiliate and an "employer" (as such term is defined in Section 3 of ERISA) other than an ERISA Affiliate or the Company contribute. The term "Officers' Certificate" shall mean a certificate executed on behalf of the Company by the Chairman of the Board, the President, any Vice President, the Treasurer, the Controller or the chief financial officer of the Company. The term "Original Indenture" shall have the meaning assigned thereto in Section 1.1 (Issue of Bonds and Security) hereof. The term "Parent" shall mean Yankee Energy System, Inc., a Connecticut corporation, and its successors and assigns. The term "PBGC" shall mean the Pension Benefit Guaranty Corporation and any successor corporation or governmental agency. The term "Pension Plan" shall mean any "employee pension benefit plan" (as such term is defined in Section 3 of ERISA) maintained by the Company or any ERISA Affiliate for employees of the Company or such ERISA Affiliate, excluding any Multiemployer Pension Plan, but including, without limitation, any Multiple Employer Pension Plan. The term "Permitted Encumbrances" shall have the meaning assigned thereto in Section 1.01 (Definitions) of the Indenture. The term "Person" shall mean an individual, corporation, partnership, trust, estate, unincorporated organization or government or an agency or political subdivision thereof. The term "Prime Rate" shall mean the prime rate of interest as publicly announced from time to time by The Bank, of New York, New York, New York. The term "Private Placement Memorandum" shall have the meaning assigned thereto in Section 1.4 (Restrictions on Transfer; Legend) hereof. The term "Property" shall mean any interest in any kind of property or assets whether real, personal or mixed, and whether tangible or intangible. The term "Purchasers" shall mean and include each of the purchasers of the Bonds named in Schedule I to this Agreement. The term "Qualified Institutional Buyer" shall have the meaning assigned thereto in Rule 144A under the Securities Act. The term "SEC" shall mean the Securities and Exchange Commission. The term "Security" shall have the same meaning as in Section 2(l) of the Securities Act of 1933. The term "Securities Act" shall mean the Securities Act of 1933. The term "Subsidiary" shall mean any corporation of which more than 50% of the Voting Stock is at the time directly or indirectly owned by the Company or the Parent, as the case may be. The term "Supplemental Indenture" shall have the meaning assigned thereto in Section 1.1 (Issue of Bonds and Security) hereof. The term "this Agreement" shall mean this Bond Purchase Agreement (including the annexed Schedules and Exhibits), as it may from time to time be amended, supplemented or modified, in accordance with its terms. The term "'Trustee" shall mean The Bank of New York and its successors and assigns. The term "Voting Stock" shall mean the stock of any class or classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or persons performing similar functions). Section 8.2 Directly or Indirectly. Any provision in this Agreement referring to action that any Person is prohibited from taking shall be applicable whether such action is taken directly or indirectly by such Person. Section 8.3 Accounting Terms. All accounting terms used herein that are not otherwise expressly defined herein or in the Indenture shall have the meanings respectively given to them in accordance with generally accepted accounting principles applicable to a company in the same business as the Company, including applicable accounting rules imposed by an regulatory agency with jurisdiction over the Company. Section 8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Section 8.5 Headings. The headings of the Sections and other subdivisions of this Agreement have been inserted for convenience only and shall not be deemed to constitute a part hereof. SECTION 9. MISCELLANEOUS. Section 9.1 Notices. (a) Unless otherwise expressly specified by the terms hereof all notices and other communications under this Agreement shall be in writing and shall be mailed by first class mail, postage prepaid, or by prepaid overnight courier (i) if to you. to you at your address shown in Schedule I to this Agreement. marked for attention as there indicated. or at such other address as you may have furnished to the Company in writing, (ii) if to any other holder of a Bond. to it at the address listed in the books for the registration and registration of transfer of Bonds, or at such other address as such holder may have furnished to the Company in writing and (iii) if to the Company. to it at its address shown at the head of this Agreement. or at such other address as it may have furnished in writing to you and all other holders of the Bonds at the time outstanding. (b) Any written communication so addressed and mailed by registered or certified mail (in each case with return receipt requested) or prepaid overnight courier shall be deemed to have been given when so mailed. All other written communications shall be deemed to have been given upon receipt thereof. Section 9.2 Reproduction of Documents. This Agreement and all documents relating hereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the closing of your purchase of the Bonds (including specimens of the Bonds but not the Bonds themselves) and (c) financial statements, certificates and other information previously or hereafter furnished to you. may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original documents so reproduced. The Company agrees and stipulates that it will not object to the admission in evidence of such reproduction as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) on the grounds that it is a reproduction and that any enlargement, facsimile or further reproduction of such reproduction shall have the benefit of this Section 9.2. Section 9.3 Survival; Severability. (a) Survival. All representations, warranties, and covenants made by the Company herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement on or prior to the Closing Date shall be considered to have been relied upon by you and shall survive the delivery to you of the Bonds purchased by you, regardless of any investigation made by you or on your behalf and shall survive the final payment at maturity, of the Bonds with respect to causes of action accruing after said date of final payment and maturity. All statements in any such certificate or other instrument shall constitute representations and warranties as of the Closing, Date by the Company hereunder. (b) Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, such provision is and shall be ineffective, to the extent to which it is contrary to applicable law but the remaining provisions of this Agreement shall remain in effect and shall not be affected thereby. Section 9.4 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the successors and assignees of each of the parties (including each subsequent holder of the Bonds, unless otherwise provided herein). The provisions of this Agreement are intended to be for your benefit and for the benefit of all holders from time to time of the Bonds and shall be enforceable by you and any other such holder, whether or not an express assignment to such holder of rights under this Agreement has been made by you or your successors or assigns. Section 9.5 Amendment and Waiver. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and holders of more than fifty percent (50%) in aggregate unpaid principal amount of the Bonds at the time outstanding (exclusive of Bonds then owned or held by the Company or any Subsidiary or other Affiliate thereof): provided, however, that no such amendment or waiver shall, without the written consent of the holders of all the Bonds at the time outstanding (exclusive of Bonds then owned or held by the Company or any Subsidiary or other Affiliate thereof), (a) amend this Section 9.5 or (b) amend Section 7.5 hereof. Nothing herein shall be deemed to amend Article Thirteen (Supplemental Indentures) of the Indenture. Section 9.6 Amendment of DPUC Authorization. The Company hereby covenants that, without the prior written consent of the Folders of all the Bonds at the time outstanding, it will not petition or otherwise request that the DPUC revoke or amend the authorization of the DPUC referred to in Section 2.13 (Regulatory Approval Required) hereof with respect to the issuance of the Bonds in any manner that would invalidate the Bonds or alter, diminish or void the obligations of the Company under this Agreement, the Indenture or the Bonds. Section 9.7 Duplicate Originals; Execution and Counterpart. Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart has been executed by each party hereto, and each set of counterpart which, collectively. show execution by each party hereto shall constitute one duplicate original. If the foregoing is satisfactory to you, please sign the form of acceptance on the enclosed counterpart or counterparts hereof and return the same to the Company, whereupon this letter, as so accepted, shall become a binding contract between you and the Company. Very truly yours, YANKEE GAS SERVICES COMPANY By: Name: Title: The foregoing Agreement is hereby accepted: NEW YORK LIFE INSURANCE COMPANY By: Name: Title: If the foregoing is satisfactory to you, please sign the form of acceptance on the enclosed counterpart or counterparts hereof and return the same to the Company, whereupon this letter, as so accepted, shall become a binding contract between you and the Company. Very truly yours, YANKEE GAS SERVICES COMPANY By: Name: Title: The foregoing Agreement is hereby accepted: NEW YORK LIFE INSURANCE COMPANY By: Name: Title: SCHEDULE I Name and Address of Purchaser and Amount of Commitment Register securities in the name of. New York Life Insurance Company Instructions for Delivery of All Notices and Correspondence New York Life Insurance Company 51 Madison Avenue New York. NY 10010-1603 Attn: Investment Department Private Finance Group Room 206 Fax: 212-447-4160 with a copy of any notices regarding defaults or Events of Defaults under the operative documents to: Attn: Office of General Counsel Investment Section, Room 1104 Fax: 212-576-8340 All Payment Notices to the Above Address and to: Attn: Treasury Department Securities Income Section Room 2091 Fax: 212-447-4160 Instructions for Wire Transfer Payments Chase Manhattan Bank New York, New York 10019 ABA No. 021-000-021 For the account of New York Life Insurance Company General Account No. 008-9-00687 Taxpayer ID Number: 13-5582869 Amount of Commitment of New York Life Insurance Company: $10,000.000