FORM OF NOTE PURCHASE AGREEMENT (CEC FUNDING II, LLC)



 EXHIBIT 10.3.2 
  

  
 CEC FUNDING, LLC,

 as Note Issuer 
 and 
 MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, 
 as Certificate Issuer 
  

  
 NOTE PURCHASE AGREEMENT 
 Dated as of                     
    , 2005 
  

  
  








  
 NOTE PURCHASE
AGREEMENT (this “Agreement”) dated as of                          , 2005, between CEC FUNDING, LLC, a
Delaware limited liability company (the “Note Issuer”), and MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, a Delaware statutory trust (the “Certificate Issuer “) formed under the Declaration of Trust. 
  
 RECITALS 
  
 A. Capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Note Indenture
(the “Note Indenture”), dated as of                          , 2005, between Note Issuer and The Bank of
New York, a New York banking corporation, as trustee (the “Note Trustee”); which is incorporated herein by this reference. 
  
 B. On the Issuance Date, and on the terms set forth herein, the Note Issuer has agreed to sell to the Certificate Issuer and the Certificate Issuer has
agreed to purchase from the Note Issuer $409,000,000 in principal amount of CEC Funding, LLC Notes (the “Notes”), issued pursuant to the Note Indenture. 
  
 AGREEMENT 
  
 NOW, THEREFORE, on the terms and conditions set forth below and for good and valuable, consideration, the receipt and adequacy of which is
hereby acknowledged, the Note Issuer and the Certificate Issuer agree as follows: 
  
 1. SALE OF NOTES 
  
 a. Authorization of
Notes. 
  
 On or before the Issuance Date, the Note Issuer
shall have caused to be authorized pursuant to the Note Indenture the issuance of the Notes in such classes and principal amounts as set forth in Schedule 1(a) attached hereto and incorporated herein by this reference. 
  
 b. Issuance and Purchase. 
  
 On the basis of the representations, warranties and covenants contained in
this Agreement and in the Note Indenture, (collectively, the “Note Purchase Documents”), and subject to the terms and conditions of the Note Purchase Documents, the Note Issuer agrees to issue and sell to the Certificate Issuer, and the
Certificate Issuer agrees to purchase from the Note Issuer, the Notes set forth in Schedule 1(a) hereto. The purchase price of each class of Notes is set forth in Schedule 1(a) attached hereto, and the aggregate purchase price of the Notes shall be
an amount equal to the proceeds net of underwriting discounts and commissions to the Certificate Issuer set forth in Schedule I to the Underwriting Agreement dated as of
                         , 2005 (the “Underwriting Agreement”), among Boston Edison Company, the Note
Issuer, Commonwealth Electric Company, BEC Funding II, LLC, and Lehman Brothers Inc. and Goldman, Sachs & Co. 







 c. Delivery 
  
 Delivery of, and payment of the purchase price for the Notes shall be made by federal wire transfer of immediately available
funds as early as possible after 9:00 a.m. (E.S.T.) on the Issuance Date to an account designated by the Note Issuer not later than the Business Day prior to the Issuance Date. 
  
 2. CONDITIONS PRECEDENT 
  
 The obligations of the Certificate Issuer to purchase the Notes under this Agreement are subject to the satisfaction of each of the following conditions:

  
 a. All the representations and warranties of the Note Issuer
contained in this Agreement shall be true and correct in all material respects on the Issuance Date with the same force and effect as if made on and as of the Issuance Date. 
  
 b. Neither the Notes nor the Certificates shall have received a lower rating by any Rating Agency than that on which the
Notes or the Certificates, respectively, were marketed. 
  
 c. The
Certificate Trustee, on behalf of the Certificate Issuer, shall have received on the Issuance Date an Officer’s Certificate dated the Issuance Date confirming the matters set forth in Sections 2(a) and 2(b). 
  
 d. The Certificate Trustee, on behalf of the Certificate Issuer, shall have
received a copy of the executed Note Indenture (certified by an Authorized Officer of the Note Issuer) which shall have been entered into by the Note Issuer and the Note Trustee. 
  
 e. The Note Issuer shall not have failed on or prior to the Issuance Date to perform or comply in any material respect with
any of the agreements herein contained and required to be performed or complied with by the Note Issuer on or prior to the Issuance Date. 
  
 3. REPRESENTATIONS AND WARRANTIES 
  
 To induce the Certificate Issuer to enter into this Agreement and to purchase the Notes, the Note Issuer represents and warrants to the Certificate Issuer
on the date of this Agreement that the following statements are true and correct: 
  
 a. The Note Issuer has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the limited liability company power and authority to
carry on its business as described in the Registration Statement covering the Notes (the “Registration Statement”) and to own its properties, and is registered to transact business in the Commonwealth of Massachusetts. 
  
 b. This Agreement has been duly authorized, executed and delivered by the
Note Issuer. 
  

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 c. The Note Indenture has been duly authorized by the Note Issuer and, on the Issuance Date, will have
been validly executed and delivered by the Note Issuer. When the Note Indenture has been duly executed and delivered by the Note Issuer, the Note Indenture will be a valid and binding agreement of the Note Issuer, enforceable against the Note Issuer
in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of general applicability. On the Issuance Date, the Note Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and
regulations of the Commission applicable to an indenture which is qualified thereunder. 
  
 d. The Notes have been duly authorized and, on the Issuance Date, will have been validly executed and delivered by the Note Issuer. When the Notes have been issued, executed and authenticated in accordance with the
provisions of the Note Indenture and delivered to and paid for by the Certificate Issuer in accordance with the terms of this Agreement, the Notes will be entitled to the benefits of the Note Indenture and will be valid and binding obligations of
the Note Issuer, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’
rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. 
  
 e. No Default or Event of Default under the Note Indenture would occur as a result of the sale of the Notes pursuant to the terms hereof. 
  
 f. The execution, delivery and performance of this Agreement and the other
Basic Documents by the Note Issuer, compliance by the Note Issuer with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other
order of, or qualification with, any court or governmental body or agency (except such as has been obtained or may be required under the laws of the Commonwealth of Massachusetts, the Statute, the Securities Act, or the securities or blue sky laws
of the various states), (ii) conflict with or constitute a material breach of any of the terms or provisions of, or a default under, the limited liability company agreement of the Note Issuer, (iii) violate or conflict in any material respect with
any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Note Issuer or its property, (iv) result in the imposition or creation of a lien under, any agreement
or instrument to which the Note Issuer is a party or by which the Note Issuer or its respective property is bound, except as may be created or imposed under the Basic Documents and any statutory lien under Section 1H(e) of the Statute. 

 
 g. To the best knowledge of the Note Issuer, there are no legal or
governmental proceedings pending or threatened to which the Note Issuer is or reasonably could be a party or to which any of its property is or reasonably could be subject, which might result, singly or in the aggregate, in a material adverse effect
on the enforceability of the Notes. 
  

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 h. The Note Issuer is not and, after giving effect to the offering and sale of the Notes and the
application of the net proceeds thereof as described in the Registration Statement, will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. 
  
 i. The Note Issuer is not and, after giving effect to the offering and sale
of the Notes and the application of the net proceeds thereof as described in the Registration Statement, will not be, a “holding company,” as such term is defined in the Public Utilities Holding Company Act of 1935, as amended. 

 
 j. The Note Issuer has not taken any action that might cause this
Agreement or the issuance or sale of the Notes to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. 
  
 k. Since the date as of which information is given in the Registration
Statement and other than as set forth in the Registration Statement (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change in the assets, business,
management or operations of the Note Issuer and (ii) other than the Notes and as contemplated by the Basic Documents, the Note Issuer has not incurred any material liability or obligation, direct or contingent. 
  
 4. COVENANTS 
  
 The Note Issuer covenants and agrees that, until payment in full of the Notes, unless the Delaware Trustee, on behalf of the
Certificate Issuer, shall otherwise give prior written consent, the Note Issuer shall perform all covenants in this Section 4. 
  
 a. To advise the Delaware Trustee, as the representative of the Certificate Issuer, the Agencies and the Certificate Trustee promptly and, if requested by
the Delaware Trustee, on behalf of the Certificate Issuer, the Agencies or the Certificate Trustee, confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order or an order suspending the
qualification or exemption from qualification of any Note or Certificate for offering or sale in any jurisdiction in which the Certificates have been offered or the initiation of any proceeding by the Commission, any state securities commission or
any other federal or state regulatory authority for such purpose. The Note Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Note or Certificate under the Securities
Act, or any state securities or blue sky laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue a stop order or an order suspending the qualification or exemption of any
Note or Certificate under the Securities Act or any state securities or blue sky laws, the Note Issuer shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. 
  

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 b. To the extent permitted by applicable law, not to claim voluntarily the benefit of any usury laws
against the holders of any Notes. To the extent permitted by applicable law, to resist actively any attempts to claim the benefit of any usury laws against the holders of any Notes. 
  
 c. To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement
by it prior to the Issuance Date and to satisfy all conditions precedent to the delivery of the Notes. 
  
 d. At the written request of the Delaware Trustee on behalf of the Certificate Issuer, the Agencies, or the Certificate Trustee, to provide, or cause to
be provided, to the Delaware Trustee as the representative of the Certificate Issuer, the Agencies or the Certificate Trustee, as applicable, a copy of any requested certificate, notice, opinion or other document delivered by the Note Issuer to the
Note Trustee pursuant to the terms of the Note Indenture. 
  
 5. MISCELLANEOUS

  
 a. Fees 
  
 The Note Issuer agrees to reimburse the Certificate Issuer, the Certificate
Trustee, the Delaware Trustee and the Agencies and their respective officers, directors and each person, if any, who controls the Certificate Issuer, the Certificate Trustee, the Delaware Trustee or the Agencies within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act for any and all fees and expenses (including without limitation the reasonable fees and expenses of counsel) reasonably incurred by them in connection with enforcing their rights under this
Agreement (including, without limitation, their respective rights under this Section 5(a)); provided, however, that the Note Issuer’s obligations pursuant to this Section 5(a) shall be treated as Operating Expenses under the Note
Indenture and shall be payable only to the extent that funds are available for such Operating Expenses in the priority set forth in Section 8.02(4) of the Note Indenture. 
  
 b. Effective Date of Agreement 
  
 This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. 

 
 c. Survival of Representations and Agreements 
  
 All agreements, representations and warranties made herein shall survive the
execution and delivery of this Agreement and the purchase of the Notes hereunder. Notwithstanding anything in this Agreement or implied bylaw to the contrary, the agreements of the Note Issuer set forth in Section 5(a), except as otherwise expressly
provided therein, shall survive the payment of the Notes and the termination of this Agreement. 
  

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 d. Notice 
  
 Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and
provisions of this Note Purchase Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone,
United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if
mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid, 
  
 if to the Agencies, to: 
  
 Massachusetts Development Finance Agency 
 160 Federal Street 
 Boston, Massachusetts 02110 
 Attention: General Counsel 
 Facsimile: (617) 330-2001 
 Telephone: (617) 330-[2006] 
  
 and 
  
 Massachusetts Health and Educational Facilities Authority

 99 Summer Street 
 10th Floor 
 Boston, Massachusetts 02110 
 Attention: General Counsel 
 Facsimile: (617) 737-8366 
 Telephone: (617) 737-8377 
  
 if to the Certificate Issuer, to: 
  
 The Bank of New York (Delaware), as Delaware Trustee for the 
 Massachusetts RRB Special Purpose Trust 2005-1 
 c/o The Bank of New York 
 101 Barclay Street, 
 Floor 8 West 
 New York, New York 10286 
 Attention: Asset Backed Finance Unit 
 Facsimile: (212) 815-5544 
 Telephone: (212) 815-5286 
  
 (with copies to the Agencies at the addresses listed herein) 
  

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 if to the Certificate Trustee, to: 
  
 The Bank of New York 
 101 Barclay Street 
 Floor 8 West 
 New York, New York 10286 
 Attention: Asset Backed Finance Unit 
 Facsimile: (212) 815-5544 
 Telephone: (212) 815-5286 
  
 if to the Delaware Trustee, to: 
  
 The Bank of New York (Delaware) 
 c/o The Bank of New York 
 101 Barclay Street 
 Floor 8 West 
 New York, New York 10286 
 Attention: Asset Backed Finance Unit 
 Facsimile: (212) 815-5544 
 Telephone: (212) 815-5286 
  
 if to the Note Issuer, to: 
  
 CEC Funding, LLC 
 One NSTAR Way 
 Westwood, Massachusetts 02090 
 Attention: President 
 Facsimile: (781) 441-[            ] 
 Telephone: (781)
441-8900 
  
 if to the Note Trustee, to: 
  
 The Bank of New York 
 101 Barclay Street 
 Floor 8 West 
 New York, New York 10286 
 Attention: Asset Backed Finance Unit 
 Facsimile: (212) 815-5544 
 Telephone: (212) 815-5286 
  
 e. Parties 
  
 Except as otherwise provided, this Agreement has been and is made solely for
the benefit of the Note Issuer, the Note Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, the Agencies, the officials, directors and officers of the Certificate Issuer, the Certificate Trustee, the Delaware Trustee and
the Agencies, any controlling persons referred to herein, the directors, officers and any manager of the Note Issuer (not in their individual capacities but in their respective capacities as directors, officers or manager of the Note Issuer) and
their respective successors and assigns, all as and to the extent provided in this Agreement, all of which Persons shall have rights of enforcement 

  

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with respect hereto, and no other Person shall acquire or have any right under or by virtue of this Agreement, except as contemplated by the Certificate
Indenture and the other Basic Documents. The term “successors and assigns” shall not include a purchaser of any of the Notes from the Certificate Issuer merely because of such purchase. 
  
 f. Governing Law 
  
 This Agreement shall be governed by, and shall be construed and enforced in
accordance with, the internal laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. 
  
 g. Severability 
  
 If any provision of this Agreement shall be prohibited or invalid under applicable law, the Agreement shall be ineffective only to such extent, without
invalidating the remainder of the Agreement. 
  
 h. Further
Assurances 
  
 The Note Issuer agrees to execute and deliver
such instruments and take such actions as the Delaware Trustee on behalf of the Certificate Issuer, the Agencies or the Certificate Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of
this Agreement. 
  
 i. Headings 
  
 Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. 
  
 j. Counterparts 
  
 This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. 
  
 k. Limitation of Liability. 
  
 It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by The Bank of New York (Delaware), not individually or personally but solely as Delaware Trustee on behalf of the Certificate Issuer, in the exercise of the powers and authority conferred and vested in it, (b)
any representations, undertakings and agreements herein made by the Delaware Trustee on behalf of the Certificate Issuer are made and intended not as personal representations, undertakings and agreements by The Bank of New York (Delaware) but are
made and intended for the purpose of binding only the Certificate Issuer, (c) nothing herein contained shall be construed as creating any liability on The Bank of New York (Delaware), individually or personally, to perform any covenant either
expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by 

  

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the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall The Bank
of New York (Delaware) be personally liable for the payment of any indebtedness or expense of the Certificate Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Certificate Issuer under this Agreement; provided, however, that this provision shall not protect The Bank of New York (Delaware) against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross
negligence in the performance of its obligations and duties under this Agreement. 
  

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 IN WITNESS WHEREOF; the Note Issuer and the Certificate Issuer have caused this Note Purchase
Agreement to be duly executed by their respective officer or trustee, all as of the day and year first above written. 
  

			
	 CEC FUNDING, LLC,

	 a Delaware limited liability company

		
	 By:
	 	  


	Name:	 	 
	Title:	 	 
	
	MASSACHUSETTS RRB SPECIAL PURPOSE TRUST 2005-1, a statutory trust organized under the laws of the State of Delaware
	
	 By: THE BANK OF NEW YORK
 (DELAWARE), not in
its individual
 capacity, but solely as Delaware Trustee

		
	 By:
	 	  


	Name:	 	 
	Title:	 	 


  
  

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 SCHEDULE 1(a)

 NOTES 
  

					
	 Class of Notes

	 	 Principal Amount

	 	 Purchase Price (%)


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 Total: