Exhibit 4.1
TERMINATION
AGREEMENT
TERMINATION
AGREEMENT dated as of June 30, 2008 among CL&P RECEIVABLES
CORPORATION, a Connecticut corporation (the "Seller"), CAFCO, LLC
(the "Investor"), CITIBANK, N.A. (the "Bank"), CITICORP NORTH
AMERICA, INC., as Agent (the "Agent") and THE CONNECTICUT LIGHT AND
POWER COMPANY, as the Collection Agent (the "Collection Agent") and
Originator (the "Originator").
PRELIMINARY
STATEMENTS.
(A) The Seller,
the Investor, the Bank, the Agent, and the Collection Agent and
Originator are parties to an Amended and Restated Receivables
Purchase and Sale Agreement dated as of March 30, 2001, as amended
(the "RPA"). Terms not defined herein are used as defined in the
RPA.
(B) The Seller
desires (a) to make payment in full of all amounts due to the
Agent, the Bank, the Investor and any other Person pursuant to the
RPA, (b) to obtain UCC-3 termination statements in respect of each
UCC-1 financing statement naming the Seller as debtor and filed in
connection with the RPA (the "UCC-3 Statements"), and (c) to
terminate the RPA.
NOW, THEREFORE,
the parties hereto hereby acknowledge and agree as
follows:
1. The parties
hereby acknowledge there is not currently any outstanding Capital
or Yield or any Receivable Interest under the RPA. The parties
agree that on the Facility Termination Date, being the date hereof,
the Seller shall pay to the Agent accrued but unpaid fees and all
other amounts payable to the Agent, the Investor or the Bank under
the RPA, in each case as set forth in Schedule I hereto. All
amounts set forth in Schedule I shall be paid to the Agent no later
than 12:00 noon (New York City time) on the Facility Termination
Date, and shall be made in immediately available funds in U.S.
Dollars by wire transfer to the Agent’s account. This
Agreement shall not be effective unless all such amounts are so
received prior to such time.
2. Upon the
Facility Termination Date, as provided in Section 1 above, the
Purchase Limit and the Bank Commitment are each hereby terminated
and the Agent, the Investor and the Bank hereby release as of the
Facility Termination Date any and all security interests, liens or
other encumbrances they may have in or to the Receivables or
otherwise under the RPA, in each case without recourse to or
representations or warranties of any kind by the Agent, the
Investor or the Bank.
3. Upon the
Facility Termination Date, as provided in Section 1 above, the RPA
is terminated; provided, however, that, as contemplated by the RPA,
the rights and remedies and provisions of the RPA referred to in
Section 11.04(b) of the RPA shall survive such termination; and
provided, further, that the Seller and the Collec
