25,000,000 3.88% SECURED MEDIUM-TERM NOTES, SERIES MTN-IV (CONSTITUTING A SERIES OF FIRST MORTGAGE BONDS) DUE SEPTEMBER 22, 2021

THE SOUTHERN CONNECTICUT GAS COMPANY

$25,000,000 3.88% SECURED MEDIUM-TERM NOTES, SERIES MTN-IV

(CONSTITUTING A SERIES OF FIRST MORTGAGE BONDS) DUE SEPTEMBER 22, 2021

$25,000,000 5.39% SECURED MEDIUM-TERM NOTES, SERIES MTN-IV

(CONSTITUTING A SERIES OF FIRST MORTGAGE BONDS) DUE SEPTEMBER 22, 2041

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NOTE PURCHASE AGREEMENT

_____________

DATED AUGUST 29, 2011

157 Church Street

New Haven, CT 06506

$25,000,000 3.88% SECURED MEDIUM-TERM NOTES, SERIES MTN-IV

(CONSTITUTING A SERIES OF FIRST MORTGAGE BONDS) DUE SEPTEMBER 22, 2021

$25,000,000 5.39% SECURED MEDIUM-TERM NOTES, SERIES MTN-IV

(CONSTITUTING A SERIES OF FIRST MORTGAGE BONDS) DUE SEPTEMBER 22, 2041

August 29, 2011

To Each Of The Purchasers Listed In

Ladies and Gentlemen:

The Southern Connecticut Gas Company, a Connecticut corporation (the “Company”), agrees with each of the purchasers whose name appears in the attached Schedule A (each, a “Purchaser” and collectively, the “Purchasers”) as follows:

The Company will authorize the issue and sale of $25,000,000 aggregate principal amount of its 3.88% Secured Medium-Term Notes, Series MTN-IV (constituting a series of first mortgage bonds) due September 22, 2021 (the “2021 Notes”) and $25,000,000 aggregate principal amount of its 5.39% Secured Medium-Term Notes, Series MTN-IV (constituting a series of first mortgage bonds) due September 22, 2041 (the “2041 Notes” and, collectively with the 2021 Notes, the “Notes”) in the forms attached hereto as Exhibits 1.2 and 1.3, respectively.  The Notes are to be issued pursuant to and will be entitled to the benefit of and secured by that certain Indenture dated as of March 1, 1948, as heretofore amended and supplemented  (the “Original Indenture”), between the Company and U.S. Bank National Association, as successor trustee, including by the Thirty-First Supplemental Indenture thereto dated as of November 1, 2008, a complete and correct copy of which is attached hereto as Exhibit 1.1 (the “Supplemental Indenture”, and, together with the Original Indenture, the “Indenture”).  Certain capitalized and other terms used in this Agreement are defined or are otherwise cross-referenced in Schedule B to this Agreement. References to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to a “Section” are, unless otherwise specified, to a Section of this Agreement.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the respective principal amounts specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations under this Agreement are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser under this Agreement.

The execution and delivery of this Agreement shall occur at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036 at 10:00 a.m., New York time, on August 29, 2011 (the “Execution Date”). The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036 at 10:00 a.m., New York time, at a closing (the “Closing”) on September 22, 2011 (the “Closing Date”).  At the Closing, the Company shall cause to be duly executed, authenticated and delivered to each Purchaser the Notes to be purchased by such Purchaser, as set forth on Schedule A, in the form of a single Note in respect of the 2021 Notes and a single Note in respect of the 2041 Notes (or, in each case, such greater number of Notes in denominations of at least $100,000 as such Purchaser may request prior to the Closing) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee) against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer to the account specified by the Company in accordance with Section 4.9.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing, is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1            Representations and Warranties.   The representations and warranties of the Company in this Agreement shall be correct when made on the Execution Date and at the time of the Closing (except with respect to representations and warranties made as of a specific date, in which case they shall be correct as of such date).

4.2            Performance; No Default.   The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the Indenture required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

4.3            Compliance Certificates.   (a)  Officer’s Certificate.  The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.8 have been fulfilled.

(b)            Secretary’s Certificate .  The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Supplemental Indenture and this Agreement.

4.4            Opinions of Counsel.   Such Purchaser shall have received an opinion letter, dated the Closing Date (a) from Wiggin and Dana LLP, independent counsel of the Company, which will be substantially in the form attached hereto as Exhibit 4.4(a), covering such matters related to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Pillsbury Winthrop Shaw Pittman LLP, the Purchasers’ special counsel in connection with such transactions, which will be substantially in the form attached hereto as Exhibit 4.4(b), covering such matters related to such transactions as such Purchaser may reasonably request.

4.5            Purchase Permitted By Applicable Law, etc.   On the Closing Date such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the Execution Date.  If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6            Sale of Notes.   Contemporaneously with the Closing, the Company shall sell to each Purchaser and each Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7            Private Placement Number.   A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO of the NAIC) shall have been obtained for each series of the Notes.

4.8            Changes in Corporate Structure.   The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.5.

4.9            Funding Instructions.   At least three Business Days prior to the Closing Date, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company setting forth the wire transfer instructions specified in Section 3 and including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4.10          Proceedings and Documents.   All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel (referred to in Section 4.4) and such Purchaser and its special counsel (referred to in Section 4.4) shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

4.11          Regulatory Approvals.   The issue and sale of the Notes shall have been duly authorized by decisions of the Department of Public Utility Control of the State of Connecticut (the “DPUC”), or any successor authority, including the State of Connecticut Public Utilities Regulatory Authority (the “PURA”), and such decisions shall be in full force and effect and not contested or appealed on the Closing Date.  The Company shall deliver satisfactory evidence that such decisions have been obtained approving the issuance of the Notes from the DPUC and the PURA or that such governmental bodies shall have waived jurisdiction thereof.

The Company represents and warrants to each Purchaser that:

5.1            Subsidiaries.   The Company has no Subsidiaries.

5.2            Organization; Power and Authority.   The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions of the Agreement, the Indenture and the Notes.

5.3            Authorization, etc.   This Agreement, the Indenture (including, without limitation, the Supplemental Indenture) and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement and the Indenture (including, without limitation, the Supplemental Indenture) constitute, and upon execution, authentication and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.4            Disclosure The Company, through its agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated July 18, 2011 (the “Memorandum”), relating to the transactions contemplated hereby.  This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated by this Agreement, and the financial statements listed in Schedule 5.5, delivered to each Purchaser, prior to the Execution Date (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been no change in the financial condition, operations, business or properties of the Company except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

5.5            Financial Statements; Material Liabilities.   The Company has delivered to each Purchaser copies of the financial statements of the Company listed on Schedule 5.5.  The financial statements listed on Schedule 5.5 (including in each case the related schedules and notes) fairly present in all Material respects the financial position of the Company as of the respective dates specified in such Schedule and the results of its operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).  The Company does not have any Material liabilities that are not disclosed in the Disclosure Documents.

5.6            Compliance with Laws, Other Instruments, Etc.   The execution and delivery by the Company of this Agreement and the Notes, and the performance by the Company of this Agreement, the Indenture and the Notes, will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien (other than the lien of the Indenture) in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company.

5.7            Governmental Authorizations, etc.   No consent, approval or authorization of, or registration, qualification, filing or declaration with, any Governmental Authority is required in connection with the execution or delivery by the Company of this Agreement or the Notes, or with the performance by the Company of this Agreement, the Indenture or the Notes, other than such which have been obtained and which shall be in full force and effect at the Closing.  Without in any way limiting the foregoing, the issue and sale of the Notes has been duly authorized by decisions of the DPUC and the PURA and such decisions are in full force and effect and not contested or appealed on the Closing Date.

5.8            Litigation.   (a)  There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority which could individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(b)           The Company is not in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or, the USA Patriot Act or any of the other laws and regulations referred to in Section 5.16) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9            Taxes.   The Company has filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company has established adequate reserves in accordance with GAAP.  The federal income tax liabilities of the Company have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2005.

5.10          Title to Property; Leases.   The Company has good and marketable title to its Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by the Indenture.  All Material leases are valid and subsisting and are in full force and effect in all Material respects.

5.11          Licenses, Permits, etc.   The Company owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

5.12          Compliance with ERISA.   (a)  The Company and each ERISA Affiliate have operated and administered each Plan (and each predecessor Plan) in compliance with all applicable laws and regulations, except for such instances of non-compliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Titles I or IV of ERISA or the penalty or excise tax provisions of the Code applicable to “employee benefit plans” (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred, exists or is currently contemplated that would reasonably be expected to result in the incurrence or imposition of any such liability by or on the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Titles I or IV of ERISA or to such penalty or excise tax provisions of the Code, or to Sections 401(a)(29), 412, 430 or 436 of the Code or to Sections 307 or 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material .      Neither the Company nor any of its ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(b)          Since May 25, 2010, other than notices relating to the change to the applicable controlled group as a result of the acquisition of the Company by UIL Holdings Corporation in November 2010, no event requiring notice to the PBGC under Section 4043 of ERISA has occurred with respect to any Plan, and no facts or circumstances currently exist or are reasonably expected to occur that would require notice to the PBGC under Section 4043 of ERISA with respect to any Plan.

(c)           The present value of the aggregate benefit liabilities under each of the funded Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year valuation period on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $48,909,367 in the case of any single Plan and by more than $86,367,764 in the aggregate for all Plans.  The term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in Section 3 of ERISA.

(d)          Within the past four years (from the date hereof), neither the Company nor any of its ERISA Affiliates has instituted proceedings to terminate any Plan that is subject to Title IV of ERISA, and neither the Company nor any of its ERISA Affiliates have any current intentions to institute proceedings to terminate any Plan that is subject to Title IV of ERISA.

(e)           Neither the Company nor any of its ERISA Affiliates sponsors, maintains or contributes to, or within the past four years (from the date hereof) has sponsored, maintained or contributed to, any Multiemployer Plan.

(f)           The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification 715-60, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Company is not expected to have a Material Adverse Effect.

(g)           The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or Section 503 of the Code or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.  The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

5.13          Private Offering by the Company.   Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than twenty (20) other Institutional Investors, each of which has been offered the Notes at a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14          Use of Proceeds; Margin Regulations.   The Company will apply the proceeds of the sale of the Notes to pay maturing debt, to fund various capital expenditures and working capital needs, and for general corporate purposes.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  Margin stock does not constitute more than 5% of the value of the assets of the Company and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets.  As used in this Section 5.14, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15          Existing Indebtedness; Future Liens.   (a)  Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of June 30, 2011, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company (other than the issuance of the Notes).  The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)           The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

5.16          Foreign Assets Control Regulations.   (a)  Neither the Company nor any Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the U.S.  Department of Treasury (“OFAC”) (an “OFAC Listed Person”), (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC, including but not limited to, Iran, Sudan, Cuba, Burma, Libya, Syria and North Korea (the “Country Sanctions”), or (iii) a Person subject to the Country Sanctions (each OFAC Listed Person and each other entity described in clause (ii), a “Blocked Person”).

(b)           No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person.

(c)           To the Company’s actual knowledge, neither the Company nor any Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.  The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Company and each Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.

(d)           No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage.  The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure that the Company and each Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

5.17          Status under Certain Statutes.   The Company is not subject to regulation under the ICC Termination Act of 1995.  The issuance of the Notes is exempt from regulation under Section 204 of the Federal Power Act, as amended.

5.18          Investment and Holding Company Status.   (a)  The Company is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940; (b) the Company is not a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 2005 (the “Holding Company Act”) and is exempt from all the provisions of the Holding Company Act and the General Rules and Regulations under the Holding Company Act; and (c) the Company has not taken any action and will not take any action unless required by law which could cause any Purchaser or any other Holder to become, solely by reason of ownership of Notes, subject to regulation under the Holding Company Act; provided, however, if any Purchaser becomes, solely by reason of ownership of the Notes, subject to regulation under the Holding Company Act, the Company, at its expense, will cooperate with the Purchaser and support the Purchaser in seeking an exemption from such regulation or in any other reasonable action which the Purchaser may take in order that the Purchaser shall not be subject to such regulation solely by reason of ownership of the Notes.

5.19          Environmental Matters.   (a)  The Company has no knowledge of any claim and has not received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b)           The Company has no knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by it or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c)           The Company has not stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d)           All buildings on all real properties now owned, leased or operated by the Company are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

5.20          Filing and Recording of Supplemental Indenture.   The Supplemental Indenture has been filed in the office of the Secretary of the State of Connecticut, and a certificate in respect thereof shall have been filed, if necessary, on or before Closing, in such manner and in such places as is required by law (and as of the Closing no other instruments are required to be filed) to establish, preserve, perfect and protect the direct security interest and Lien of the Indenture on all Mortgaged and Pledged Property of the Company referred to in the Indenture as subject to the direct mortgage Lien thereof and, on or before the Closing, the Company shall have delivered satisfactory evidence of such filings and recordings.

6.1            Purchase for Investment.   Each Purchaser severally represents that (a) it is an “accredited investor” within the meaning of Rule 501(a)(1), (3) or (7) under the Securities act and (b) it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes under the Securities Act or to list the Notes on any national securities exchange.  Each Purchaser understands that the Note will bear a legend to the following effect:

6.2            Source of Funds.   Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser under this Agreement:

(a)           the Source is an “insurance company general account” (within the meaning of PTE 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile;

(b)           the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account;

(c)           the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this Section 6.2(c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund;

(d)           the Source constitutes assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and Part I(g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this Section 6.2(d);

(e)           the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of the INHAM Exemption) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), Part I(g) and Part I(h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this Section 6.2(e);

(f)            the Source is a governmental plan;

(g)           the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this Section 6.2(g); and

(h)           the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

7.1            Financial and Business Information.   The Company shall deliver to each Holder that is an Institutional Investor:

(a)            Quarterly Statements — as set forth in Section 4.06 of the Supplemental Indenture;

(b)            Annual Statements — as set forth in Section 4.06 of the Supplemental Indenture;

(c)            Other Reports — promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company to its securities holders generally;

(d)            Notice of Event of Default — promptly, and in any event within five days after a Senior Financial Officer becomes aware of the existence of any Event of Default (other than those referred to in Section 17.1(a) hereof), 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;

(e)            ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(f)            Notices from Governmental Authority — promptly, and in any event within 30 days after receipt thereof, copies of any notice to the Company from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect; and

(g)            Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or relating to the ability of the Company to perform its obligations under this Agreement, under the Indenture and under the Notes as from time to time may be reasonably requested by any such Holder.

7.2            Visitation.   The Company shall permit the representatives of each Holder that is an Institutional Investor:

(a)            No Default — if no Default or Event of Default then exists, at the expense of such Holder and upon reasonable prior written notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company with the Company’s Senior Financial Officers, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)            Default — if a Default or Event of Default then exists, at the reasonable expense of the Company to visit and inspect any of the offices or properties of the Company, to examine all its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss its affairs, finances and accounts with its Senior Financial Officers and its independent registered public accounting firm (and by this provision the Company authorizes said accounting firm to discuss the affairs, finances and accounts of the Company), all at such times and as often as may be requested.

8.1            Terrorism Sanctions Regulations.   The Company will not and will not permit any Affiliated Entity to (a) become an OFAC Listed Person or (b) have any investments in, or engage in any dealings or transactions with any Blocked Person.

So long as any Purchaser or its nominee shall be the Holder, and notwithstanding anything contained in the Indenture or in such Note to the contrary, the Company (either directly or indirectly through the Trustee) will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose.

10.1          Transaction Expenses.   Whether or not the transaction contemplated by this Agreement is consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of Pillsbury Winthrop Shaw Pittman LLP, special counsel to the Purchasers) incurred by the Purchasers in connection with this transaction and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or the Indenture (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or the Indenture or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or the Indenture, or by reason of being a Holder, and (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transaction contemplated hereby and by the Notes and the Indenture.  The Company will pay, and will save each Holder harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by such Holder in connection with its purchase of such Note).

10.2          Survival.   The obligations of the Company under this Section 10 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Notes or the Indenture, and the termination of this Agreement.

All representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder.  All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Indenture and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

12.1          Requirements.   This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 16 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Holder at the time outstanding affected thereby, (i) change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend Section 9, this Section 12 or Section 15.  Subject to the foregoing clause (b)(i) of this Section 12.1 in the case of a Note amendment, any amendment or waiver of any terms of the Notes or the Indenture shall be made only pursuant to, and as permitted by, the respective provisions thereof.

12.2          Solicitation of Holders of Notes.   (a)  Solicitation.  The Company will provide each Holder (irrespective of the amount of Notes then owned by it) with sufficient information, reasonably far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions of this Agreement or of the Notes.  The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 12 to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders.

(b)            Payment .  The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder then outstanding even if such Holder did not consent to such waiver or amendment.

12.3          Binding Effect, etc.   Any amendment or waiver consented to as provided in this Section 12 applies equally to all Holders and is binding upon them and upon each future Holder and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant or agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and any Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder.  As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

12.4          Notes held by Company, etc.   Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, or have directed the taking of any action provided to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid), or (d) by electronic mail in PDF format if an e-mail address has been provided to the Company by a Holder.  Any such notice must be sent:

Notices under this Section 13 will be deemed given only when actually received.

 

This Agree