Exhibit 4.12.5


Exhibit 4.12.5




AMENDMENT NO. 6

TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND SALE 

AGREEMENT

AMENDMENT AGREEMENT, dated as of July 5, 2006, among CL&P RECEIVABLES CORPORATION, a Connecticut corporation (the "Seller"), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, ("CL&P") as Collection Agent and Originator, CAFCO, LLC, a Delaware limited liability company ("CAFCO"), CITIBANK, N.A. ("Citibank" ) and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent ("Agent").

Preliminary Statements.  (1)

The Seller, CL&P, CAFCO, Citibank and CNAI, as Agent, are parties to an Amended and Restated Receivables Purchase and Sale Agreement dated as of September 30, 1997, as amended and restated as of March 30, 2001 and as further amended as of July 11, 2001, as of July 10, 2002, as of July 9, 2003, as of July 7, 2004 and as of July 6, 2005 (the "Agreement"; capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Agreement), pursuant to which the Seller is prepared to sell undivided fractional ownership interests of its Receivables to the Conduit and the Banks; and

(2)

The Seller, CL&P, CAFCO, Citibank  and CNAI, as Agent, desire to amend the Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.

Amendments to Agreement.  Subject to the conditions precedent set forth in Section 2 hereof, the definition of "Commitment Termination Date" in Section 1.01 of the Agreement is amended by deleting the date "July 5, 2006" in line one thereof and replacing it with the date "July 3, 2007."

SECTION 2.

Conditions Precedent.  The effectiveness of this Amendment Agreement and the obligations of the Conduit and the Banks to make any Purchase on or after July 5, 2006 is conditioned upon the receipt by the Agent of evidence satisfactory to it that (a) the DPUC and the Securities and Exchange Commission have granted such approvals as may be necessary in connection with the implementation of this Amendment Agreement, or (b) such approvals required in connection herewith as have heretofore been granted remain in full force and effect thus requiring no further approvals.

SECTION 3.

Confirmation of Agreement.  Except as herein expressly amended, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.  Each reference in the Agreement to "this Agreement," "hereof" or words of like import shall mean the Agreement as amended by this Amendment Agreement and as hereinafter amended or restated.






SECTION 4.

GOVERNING LAW.  THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 5.

Execution in Counterparts.  This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment Agreement.  Delivery of an executed counterpart of a signature page to this Amendment Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

SECTION 6.

Seller’s Representations and Warranties.  The Seller represents and warrants that this Amendment Agreement has been duly authorized, executed and delivered by the Seller pursuant to its corporate powers and constitutes the legal, valid and binding obligation of the Seller.  The Seller also makes each of the representations and warranties contained in Section 4.01 of the Agreement (after giving effect to this Amendment Agreement) as of the date hereof.




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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement No. 6  to be executed by their respective officers thereunto duly authorized, as of the date first above written.





		
	 	CL&P RECEIVABLES CORPORATION


	 	 
	 	 
	 	By: /s/ Patricia C. Cosgel


	 	       Name:  Patricia C. Cosgel

       Title:  Assistant Treasurer - Finance


	 	 
	 	THE CONNECTICUT LIGHT AND

POWER COMPANY


	 	 
	 	 
	 	By: /s/ Patricia C. Cosgel


	 	       Name:  Patricia C. Cosgel

       Title:  Assistant Treasurer - Finance


	 	 
	 	CAFCO, LLC


	 	 
	 	By: Citicorp North America, Inc.,

       as Attorney-in-Fact


	 	 
	 	 
	 	      By: /s/ Derek L. Riddick


	 	            Name:  Derek L. Riddick


	 	            Title:  Vice President


	 	 
	 	CITIBANK, N.A.


	 	 
	 	 
	 	By: /s/ Derek L. Riddick


	 	      Name:  Derek L. Riddick


	 	      Title:  Vice President


	 	 
	 	CITICORP NORTH AMERICA, INC., as Agent


	 	 
	 	 
	 	By: /s/ Derek L. Riddick


	 	      Name:  Derek L. Riddick


	 	      Title:  Vice President