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Exhibit 4.25
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CONNECTICUT DEVELOPMENT AUTHORITY
TO
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
------------------
INDENTURE OF TRUST
------------------
DATED AS OF AUGUST 1, 2004
CONNECTICUT DEVELOPMENT AUTHORITY
$5,000,000 WATER FACILITIES REFUNDING REVENUE BONDS
(THE CONNECTICUT WATER COMPANY PROJECT - 2004A SERIES)
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Exhibit 4.25
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1.
Definitions.................................................................................
25
Section 1.2.
Interpretation..............................................................................
37
ARTICLE II
AUTHORIZATION, TERMS AND ISSUANCE OF BONDS
Section 2.1.
Authorization for
Indenture.................................................................
39
Section 2.2.
Authorization and Obligation of
Bonds.......................................................
39
Section 2.3. Issuance
and Terms of the Bonds; Interest Rates and Interest Payment
Provisions............. 39
Section 2.4. Changes in
Interest
Modes...................................................................
42
Section 2.5. Fixed Rate
Conversion.......................................................................
43
Section 2.6. Automatic
Conversion of Bonds in Flexible Mode to Weekly
Mode............................... 44
Section 2.7. Drawings
on the Credit
Facility.............................................................
44
Section 2.8. Book-Entry
Only System for the
Bonds........................................................
45
Section 2.9. Redemption
of
Bonds.........................................................................
48
Section 2.10. Mandatory Tender
of Bonds on Scheduled Borrower Tender
Date................................. 50
Section 2.11. Mandatory Tender
of Bonds on Interest Mode Adjustment Dates and Flexible
Dates.............. 50
Section 2.12. Mandatory Tender
of Bonds upon Expiration Date, Termination Date and Substitution
Date......
51
Section 2.13. Notice of
Mandatory
Tender..................................................................
52
Section 2.14. Payment for
Tendered
Bonds..................................................................
53
Section 2.15. Optional Tender
of Bonds During Daily
Mode.................................................. 53
Section 2.16. Optional Tender
of Bonds During Weekly
Mode................................................. 53
Section 2.17. Additional
Provisions Regarding Optional
Tender............................................. 54
Section 2.18. No Optional
Tender in Flexible Mode or Fixed
Mode........................................... 54
Section 2.19. Tender
Fund.................................................................................
54
Section 2.20. Remarketing of
the
Bonds....................................................................
55
Section 2.21. Source of Funds
for Purchase of
Bonds.......................................................
56
Section 2.22. Registration of Tendered Bonds,
Purchased Bonds and Borrower Bonds; Custody of
Remarketing
Proceeds....................................................................
57
Section 2.23. Demand on the
Liquidity Facility; Borrower
Bonds............................................ 58
Section 2.24. No Remarketing
of Bonds after Certain
Defaults.............................................. 58
Section 2.25. Authorized
Denominations....................................................................
59
Section 2.26. Assignment of
Credit Facility and Liquidity Facility on Resignation of Trustee
and
Paying
Agent..............................................................................
59
Section 2.27. Priority of
Tenders.........................................................................
59
Section 2.28. Execution and
Authentication of
Bonds.......................................................
59
Section 2.29. Delivery of
Bonds...........................................................................
59
Section 2.30. No Additional
Bonds.........................................................................
60
ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
Section 3.1. Date of
Bonds...............................................................................
61
Section 3.2. Form and
Denominations......................................................................
61
Section 3.3.
Legends.....................................................................................
61
Section 3.4. Medium of
Payment...........................................................................
61
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Exhibit 4.25
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Section 3.5. Bond
Details................................................................................
61
Section 3.6.
Interchangeability, Transfer and
Registry...................................................
61
Section 3.7. Bonds
Mutilated, Destroyed, Stolen or
Lost.................................................. 62
Section 3.8.
Cancellation and Destruction of
Bonds.......................................................
63
Section 3.9.
Requirements With Respect To
Transfers......................................................
63
Section 3.10.
Registrar...................................................................................
63
Section 3.11. Substitute
Credit
Facility..................................................................
63
Section 3.12. Substitute
Liquidity
Facility...............................................................
64
Section 3.13. Rights of Credit
Facility
Provider..........................................................
65
Section 3.14. Favorable
Opinion of Bond
Counsel...........................................................
68
ARTICLE IV
APPLICATION OF BOND PROCEEDS AND OTHER AMOUNTS
Section 4.1. Accrued
Interest............................................................................
69
Section 4.2. Bond
Proceeds...............................................................................
69
Section 4.3. Borrower
Contribution.......................................................................
69
ARTICLE V
CUSTODY AND INVESTMENT OF FUNDS
Section 5.1. Creation
of
Funds...........................................................................
70
Section 5.2. Refunding
Fund..............................................................................
70
Section 5.3. Debt
Service
Fund...........................................................................
71
Section 5.4. Rebate
Fund.................................................................................
73
Section 5.5. Renewal
Fund................................................................................
73
Section 5.6. Investment
of Funds and
Accounts............................................................
73
Section 5.7.
Non-presentment of
Bonds....................................................................
74
ARTICLE VI
REDEMPTION OF BONDS
Section 6.1. Privilege
of Redemption and Redemption
Price................................................ 75
Section 6.2. Selection
of Bonds to be
Redeemed...........................................................
75
Section 6.3. Notice of
Redemption........................................................................
75
Section 6.4. Payment of
Redeemed
Bonds...................................................................
76
Section 6.5.
Cancellation of Redeemed
Bonds..............................................................
76
Section 6.6. Sources of
Redemption
Payments..............................................................
76
ARTICLE VII
PARTICULAR COVENANTS
Section 7.1. No
Pecuniary Liability on Authority or
Officers............................................. 77
Section 7.2. Payment of
Principal, Redemption Price, if any, and
Interest................................ 77
Section 7.3.
Performance of
Covenants....................................................................
77
Section 7.4. Further
Assurances..........................................................................
77
Section 7.5. Inspection
of Project
Books.................................................................
78
Section 7.6. Rights
under Financing
Documents............................................................
78
Section 7.7. Creation
of Liens,
Indebtedness.............................................................
78
Section 7.8. Recording
and
Filing........................................................................
78
ARTICLE
VIII
REMEDIES OF BONDHOLDERS
Section 8.1. Events of
Default
Defined...................................................................
79
Section 8.2.
Acceleration and Annulment
Thereof..........................................................
79
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Exhibit 4.25
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Section 8.3. Other
Remedies..............................................................................
81
Section 8.4. Legal
Proceedings by
Trustee................................................................
81
Section 8.5.
Discontinuance of Proceedings by
Trustee....................................................
81
Section 8.6.
Bondholders May Direct
Proceedings..........................................................
81
Section 8.7.
Limitations on Actions by
Bondholders.......................................................
81
Section 8.8. Trustee
May Enforce Rights Without Possession of
Bonds...................................... 82
Section 8.9. Remedies
Not
Exclusive......................................................................
82
Section 8.10. Delays and
Omissions Not to Impair
Rights...................................................
82
Section 8.11. Application of
Monies in Event of
Default...................................................
82
ARTICLE IX
TRUSTEE AND PAYING AGENTS
Section 9.1.
Appointment and Acceptance of
Duties........................................................
84
Section 9.2.
Indemnity...................................................................................
84
Section 9.3.
Responsibilities of
Trustee.................................................................
84
Section 9.4.
Compensation................................................................................
86
Section 9.5. Evidence
on Which Trustee May
Act...........................................................
86
Section 9.6. Evidence
of Signatures of Holders of the Bonds and Ownership of
Bonds....................... 86
Section 9.7. Trustee
and any Paying Agent, May Deal in Bonds and With
Borrower........................... 87
Section 9.8.
Resignation or Removal of
Trustee...........................................................
87
Section 9.9. Successor
Trustee...........................................................................
87
Section 9.10. Appointment and
Responsibilities of Paying
Agent............................................ 89
Section 9.11. Resignation or
Removal of Paying Agent;
Successors.......................................... 89
Section 9.12. Monies Held for
Particular
Bonds............................................................
90
Section 9.13. Continuation
Statements.....................................................................
90
Section 9.14.
[Reserved]..................................................................................
90
Section 9.15. Payments Due on
non-Business
Day............................................................
90
Section 9.16. Appointment of
co-Trustee...................................................................
90
Section 9.17. Project
Description.........................................................................
91
Section 9.18. Qualifications
of Remarketing Agent; Resignation;
Removal................................... 91
ARTICLE X
AMENDMENTS OF INDENTURE
Section 10.1. Limitation on
Modifications.................................................................
93
Section 10.2. Supplemental
Indentures Without Consent of Holders of the
Bonds............................. 93
Section 10.3. Supplemental
Indentures With Consent of Holders of the
Bonds................................ 94
Section 10.4. Supplemental
Indenture Part of the
Indenture................................................
95
ARTICLE XI
AMENDMENTS OF FINANCING DOCUMENTS
Section 11.1. Rights of
Borrower..........................................................................
96
Section 11.2. Amendments of
Financing Documents Not Requiring Consent of Holders of the
Bonds............. 96
Section 11.3. Amendments of
Financing Documents Requiring Consent of Holders of the
Bonds................. 96
ARTICLE XII
DISCHARGE OF INDENTURE
Section 12.1.
Defeasance..................................................................................
97
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Exhibit 4.25
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ARTICLE XIII
GENERAL PROVISIONS
Section 13.1.
Notices.....................................................................................
99
Section 13.2. Covenant Against
Discrimination.............................................................
99
Section 13.3. Parties
Interested
Herein...................................................................
99
Section 13.4. Credit Facility
Provider and Liquidity Facility Provider as Third Party
Beneficiaries....... 99
Section 13.5. Amendments
Affecting Rights of
Bank.........................................................
100
Section 13.6. Effective Date;
Counterparts................................................................
100
Section 13.7. Date for
Identification Purposes
Only.......................................................
100
Section 13.8. Separability of
Invalid
Provisions..........................................................
100
Section 13.9. Notice to Rating
Agencies...................................................................
100
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<PAGE>
Exhibit 4.25
THIS
INDENTURE OF TRUST, made and dated as of August 1, 2004, by and
between the CONNECTICUT DEVELOPMENT
AUTHORITY, a body corporate and politic
constituting a public instrumentality and
political subdivision of the State of
Connecticut, and U.S. BANK NATIONAL
ASSOCIATION, a national banking association
organized, existing and authorized to
accept and execute trusts of the character
herein set out under and by virtue of the
laws of the United States of America,
with a corporate trust office located in
Hartford, Connecticut, as Trustee,
WITNESSETH THAT:
WHEREAS,
the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23zz,
as amended (the "Act"), declares that
there is a continuing need in the State (1)
for industrial development and
activity to provide and maintain employment
and tax revenues and to control,
abate and prevent pollution to protect the
public health and safety, (2) for the
development of recreation facilities to
promote tourism, provide and maintain
employment and tax revenues, and promote
the public welfare, (3) for the
development of commercial and retail sales
and service facilities in urban areas
to provide and maintain construction and
permanent employment and tax revenues,
to improve conditions of deteriorated
physical development, slow economic growth
and eroded financial health of the public
and private sectors in urban areas and
to revitalize the economy of urban areas,
and (4) for assistance to public
service businesses providing transportation
and utility services in the State,
and that the availability of financial
assistance and suitable facilities are
important inducements to industrial and
commercial enterprises to remain or
locate in the State and to provide
industrial, recreation, urban and public
service projects; and
WHEREAS,
the Act provides that (1) the term "project" as used therein
means any facility, plant, works, system,
building, structure, utility, fixture
or other real property improvement located
in the State, and the land on which
it is located or which is reasonably
necessary in connection therewith, which is
of a nature or which is to be used or
occupied by any person for purposes which
would constitute it as an economic
development project, recreation project,
urban project, public service project or
health care project, and any real
property improvement reasonably related
thereto, and (2) a project may also
include or consist exclusively of
machinery, equipment or fixtures; and
WHEREAS,
the Act provides that the Authority shall have power to
determine
the location and character of, and extend
credit or make loans to any person for
the planning, designing, acquiring,
improving and equipping of, a project which
may be secured by loan, lease or sale
agreements, contracts and other
instruments, upon such terms and conditions
as the Authority shall determine to
be reasonable, to require the inclusion in
any contract, loan agreement or other
instrument of such provisions for the
construction, use, operation, maintenance
and financing of the project as the
Authority may deem necessary or desirable,
to issue its bonds for such purposes,
subject to the approval of the Treasurer
of the State, and, as security for the
payment of the principal or redemption
price, if any, of and interest on any such
bonds, to pledge or assign such a
loan, lease or sale agreement and the
revenues and receipts derived by the
Authority from such a project; and
<PAGE>
Exhibit 4.25
WHEREAS,
the Authority has heretofore issued and sold $5,000,000 of its
Water Facilities Refunding Revenue Bonds
(The Connecticut Water Company Project
- 1993A Series) (the "Prior Obligations"),
the proceeds of which were used to
refund in full the Authority's Water
Facilities Revenue Bonds (The Connecticut
Water Company Project - 1988 Series), the
proceeds of which were used to finance
various capital improvements constituting a
portion of the Borrower's existing
water system (the "Project"); and
WHEREAS,
the Authority has by a resolution adopted on June 18, 2003
authorized the issuance of $5,000,000
principal amount of its Water Facilities
Refunding Revenue Bonds (The Connecticut
Water Company - 2004A Series) for the
purpose of refunding in full the Prior
Obligations; and
WHEREAS,
the Authority has determined that the issuance, sale and
delivery
of the Bonds, as hereinafter provided, is
needed to refinance the cost of the
Project, and concurrently herewith the
Authority and the Borrower have entered
into a Loan Agreement, dated as of August
1, 2004, providing for a loan by the
Authority to the Borrower for such purpose
in an amount equal to the principal
amount of the Bonds; and
WHEREAS,
the Connecticut Department of Public Utility Control (the
"DPUC")
has approved the issuance of the Note;
and
WHEREAS,
the Bonds shall be special obligations of the Authority,
payable
solely out of the revenues and other
receipts, funds or monies derived by the
Authority under the Agreement or the
Indenture and from any amounts otherwise
available under this Indenture for the
payment of the Bonds; and
WHEREAS,
the Bonds are to be originally issued as fully registered bonds
and such Bonds and the Trustee's
certificate of authentication to be endorsed
thereon shall be in substantially the
following form, with appropriate
variations, omissions and insertions as
permitted or required by this Indenture,
to wit:
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Exhibit 4.25
[FORM OF
VARIABLE RATE BOND]
No. R-
$5,000,000
NEITHER THE STATE OF CONNECTICUT NOR ANY
MUNICIPALITY THEREOF IS OBLIGATED TO
PAY, AND NEITHER THE FAITH AND CREDIT NOR
TAXING POWER OF THE STATE OF
CONNECTICUT NOR ANY MUNICIPALITY THEREOF IS
PLEDGED TO THE PAYMENT OF, THE
PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST
ON THIS BOND.
CONNECTICUT DEVELOPMENT AUTHORITY
WATER FACILITIES REFUNDING REVENUE BOND
(THE CONNECTICUT WATER COMPANY PROJECT - 2004A SERIES)
BOND DATE: September __, 2004
MATURITY DATE: July 1, 2028
INTEREST PAYMENT DATES:
The date on which the installment of interest on
the Bonds shall become due, which shall be any
date on which Bonds are to be mandatorily
tendered pursuant to the Indenture, on any
Interest Mode Adjustment Date, at maturity, and:
(i) as to Bonds in the Daily Mode, the first
Business Day of each month; (ii) as to Bonds in
the Weekly Mode, the first Wednesday of each
month; (iii) as to Bonds in the Flexible Mode,
the day immediately succeeding the last day of a
Flexible Period; and (iv) as to Purchased Bonds,
the first Business Day of each month and each
date Purchased Bonds are remarketed.
REGISTERED OWNER: CEDE & CO.
MODE: Weekly
(As of Date of Registration.)
PRINCIPAL AMOUNT: $5,000,000.00***
CUSIP NUMBER:
CONNECTICUT
DEVELOPMENT AUTHORITY (the "Authority"), a body corporate and
politic constituting a public
instrumentality and political subdivision of the
State of Connecticut (the "State"), for
value received, hereby promises to pay
to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from
the sources and in the manner hereinafter
provided, upon presentation and
surrender hereof, in lawful money of the
United States of America, the PRINCIPAL
AMOUNT and in like manner to pay interest
on the unpaid principal balance
thereof until the Authority's obligation
with respect to the payment of
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Exhibit 4.25
such sum shall be discharged, payable as
provided in this Bond. Interest shall
be computed on the basis of a year of 365
or 366 days, as appropriate, for the
actual number of days elapsed. The
principal or redemption price of this bond is
payable at the trust office of U.S. Bank
National Association, as Paying Agent
(the "Paying Agent"). Interest is payable
(i) by check or draft mailed by the
Paying Agent to the REGISTERED OWNER of
this bond (or of one or more predecessor
or successor Bonds (as defined below)),
determined as of the close of business
on the applicable record date, at its
address as shown on the registration books
maintained by the Paying Agent, or (ii) if
the PRINCIPAL AMOUNT is not less than
$1,000,000, at the option of the REGISTERED
OWNER by wire transfer to the
REGISTERED OWNER at such wire transfer
address as it may request in writing to
the Paying Agent prior to the applicable
record date.
Prior to
the Fixed Rate Date applicable to this bond, the record date
for
payment of interest shall be the Business
Day immediately preceding each
INTEREST PAYMENT DATE; provided that, with
respect to overdue interest or
interest payable on redemption of this bond
other than on an INTEREST PAYMENT
DATE or interest on any overdue amount,
U.S. Bank National Association, as
trustee (the "Trustee"), may establish a
special record date. The special record
date may be not more than twenty (20) days
before the date set for payment. The
Trustee will mail notice of a special
record date to the registered Owners of
the Bonds (the "Bondowners") at least ten
(10) days before the special record
date. The Trustee will promptly certify to
the Authority that it has mailed such
notice to all Bondowners, and such
certificate will be conclusive evidence that
such notice was given in the manner
required hereby.
NOTICE:
THIS BOND SHALL BE PURCHASED ON DEMAND OF THE OWNER UNDER
CERTAIN
CONDITIONS HEREINAFTER DESCRIBED. IN
ADDITION, UNDER CERTAIN CIRCUMSTANCES, THIS
BOND IS REQUIRED TO BE TENDERED TO THE
PAYING AGENT (HEREINAFTER REFERRED TO),
FOR PURCHASE AT A PRICE EQUAL TO 100% OF
THE PRINCIPAL AMOUNT HEREOF PLUS
ACCRUED INTEREST, IF ANY, PLUS A PREMIUM,
IF ANY. ON SUCH PURCHASE DATE,
INTEREST HEREON SHALL CEASE TO ACCRUE
WHETHER OR NOT THE REGISTERED OWNER HAS
ACTUALLY TENDERED THIS BOND, AND THEREAFTER
THE REGISTERED OWNER OF THIS BOND
SHALL LOOK ONLY TO FUNDS HELD BY THE PAYING
AGENT (WHICH ARE NOT SUBJECT TO THE
LIEN OF THE INDENTURE) FOR PAYMENT OF THE
PURCHASE PRICE OF THIS BOND.
Authorization and Purpose. This bond is one of an authorized issue
of
Bonds of the Authority in the aggregate
principal amount of $5,000,000
designated: Water Facilities Refunding
Revenue Bonds (The Connecticut Water
Company Project - 2004A Series) (the
"Bonds") which are issued for the purpose
of refunding in full the Authority's
$5,000,000 aggregate principal amount of
Water Facilities Refunding Revenue Bonds
(The Connecticut Water Company Project
- 1993A Series) (the "Prior Obligations"),
which were issued for the purpose of
refunding in full the Authority's
$5,000,000 aggregate principal amount of Water
Facilities Revenue Bonds (The Connecticut
Water Company Project - 1988 Series),
which were issued for the purpose of
financing various capital improvements
constituting a portion of the Borrower's
existing water system (the "Project"),
for the benefit of The Connecticut Water
Company (the "Borrower"), a corporation
organized and existing under the laws of
the State of Connecticut, and paying
necessary expenses incidental thereto. The
Bonds are issued pursuant
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Exhibit 4.25
to the State Commerce Act, constituting
Connecticut General Statutes, Sections
32-1a through 32-23zz, as amended, a
resolution adopted by the Authority on June
18, 2003 and an Indenture of Trust, dated
as of August 1, 2004 (which Indenture
as from time to time amended and
supplemented is herein referred to as the
"Indenture"), duly executed and delivered
by the Authority to U.S. Bank National
Association, as trustee (with its
successors, the "Trustee"), and are equally
and ratably secured by and entitled to the
protection of the Indenture, which is
on file in the office of the Trustee.
Pledge and
Security. Pursuant to the Indenture, the Authority has assigned
to the Trustee all of its right, title and
interest in and to a Loan Agreement,
dated as of August 1, 2004, as it may be
amended or supplemented from time to
time (the "Agreement"), between the
Authority and the Borrower, and the Note
evidencing the Borrower's obligations under
the Agreement (except for certain
enforcement and indemnification rights
which are reserved in the Indenture),
including all rights to receive loan
payments sufficient to pay the principal or
premium if any, of and interest and all
other amounts due on the Bonds as the
same become due, to be made by the Borrower
pursuant to the Agreement. The
Agreement sets forth the terms and
conditions under which the Authority will
provide for the refinancing of the Project
and under which the Borrower will use
and occupy the Project and make loan
payments to the Authority in such amounts
as are necessary to pay the principal of,
premium if any, and interest on the
Bonds. Reference is hereby made to the
Indenture for the definition of any
capitalized word or term used but not
defined herein and for a description of
the property pledged, assigned and
otherwise available for the payment of the
Bonds, the provisions, among others, with
respect to the nature and extent of
the security, the rights, duties and
obligations of the Authority, the Trustee
and the owners of the Bonds, and the terms
upon which the Bonds are issued and
secured, and the holders of the Bonds are
deemed to assent to the provisions of
the Indenture by the acceptance of this
bond.
Capitalized terms used but not defined herein shall have the
meanings
ascribed thereto in the Indenture.
Interest
Rate. The interest rate on this bond shall vary and be
determined
from time to time in accordance with the
provisions of the Indenture, and any
such determination shall be conclusive and
binding upon the REGISTERED OWNER
hereof. Prior to the Fixed Rate Date, the
Bonds shall be in a Daily Mode, a
Weekly Mode, or a Flexible Mode. Interest
on the Bonds may be converted to a
Fixed Interest Rate for the remaining term
of the Bonds. The Bonds will
initially be in the Weekly Mode and may be
converted from one Interest Mode to
another Interest Mode at the option of the
Borrower upon satisfaction of the
conditions and in accordance with the
provisions set forth in the Indenture.
Optional
Tender for Purchase. This bond, while in a Daily Mode or Weekly
Mode, is subject to tender at the option of
the REGISTERED OWNER hereof in
accordance with the provisions of the
Indenture, which include without
limitation (a) the delivery to the Paying
Agent (and the Remarketing Agent if in
a Daily Mode) of an irrevocable Bondholder
Tender Notice and telephonic notice
to the Paying Agent of certain of the
information to be contained therein,
including without limitation the date on
which this bond is to be purchased,
which date shall be (i) in the case of
Bonds in the Daily Mode, any Business Day
provided that said telephonic notice is
given and such Bondowner Tender Notice
is delivered to the Paying Agent (and the
Remarketing Agent if the Bonds are in
a Daily Mode) by 10:00 a.m., New York City
time, on
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Exhibit 4.25
such Business Day, or (ii) in the case of
Bonds in the Weekly Mode, not later
than 3:00 p.m., New York City time, on any
Business Day which is at least seven
(7) calendar days, but not more than
fourteen (14) calendar days, prior to the
Business Day specified in such notice for
the tender and purchase of this bond;
and (b) delivery to the Paying Agent at or
prior to 12:00 noon New York City
time, on the date specified in the
aforesaid notice, of this bond. The right of
the REGISTERED OWNER hereof to so tender
this bond shall terminate upon the
earliest of (i) the Liquidity Facility
Expiration Date, and (ii) the date all
Bonds are converted to a Fixed Rate.
Mandatory
Tender for Purchase. In addition, the Bonds, except for
Purchased Bonds and Borrower Bonds, are
subject to mandatory purchase, in
accordance with the provisions of the
Indenture, on (i) a Scheduled Borrower
Tender Date, (ii) any Interest Mode
Adjustment Date, (iii) the second (2nd)
Business Day preceding a Credit Facility
Expiration Date or a Liquidity Facility
Expiration Date, (iv) the second (2nd)
Business Day preceding a Credit Facility
Termination Date or a Liquidity Facility
Termination Date, (v) on the fifth
(5th) calendar day prior to a Substitution
Date, and (vi) with respect to Bonds
in a Flexible Mode, on each Flexible Date.
Notice of such mandatory purchase
shall be given to the REGISTERED OWNER in
accordance with the provisions of the
Indenture, at least thirty (30) days
(fifteen (15) days with respect to Bonds in
a Daily Mode or Weekly Mode), unless a
shorter period is required pursuant to
the provisions of the Indenture, prior to
the Purchase Date.
Interest
accruing on undelivered Bonds subject to mandatory or optional
tender after the Purchase Date shall not be
payable to the former Holder of such
Bonds.
Purchased
Bonds Redemption. Purchased Bonds shall be subject to mandatory
redemption prior to maturity, in whole, on
the Liquidity Facility Expiration
Date at a redemption price equal to 100% of
the principal amount thereof, plus
accrued interest to the redemption
date.
Optional
Redemption. Prior to the Fixed Rate Date applicable to any
Variable Rate Bonds, such Bonds shall be
subject to optional redemption prior to
maturity, at the option of the Authority,
which option shall be exercised upon
the giving of written notice by the
Borrower of its intention to prepay amounts
due under the Agreement pursuant to Section
8.1(A) thereof, on any Interest
Payment Date, in whole or in part, at a
redemption price equal to 100% of the
principal amount thereof, plus interest
accrued to the date of redemption.
Extraordinary Optional Redemption. In addition, at the option of
the
Authority, which option shall be exercised
upon the giving of notice by the
Borrower of its intention to prepay amounts
due under the Agreement, the Bonds
are subject to redemption prior to maturity
as a whole on any date at a
Redemption Price equal to 100% of the
principal amount thereof plus accrued
interest to the date of redemption, if any
one or more of the events of casualty
to or condemnation of the Project or change
in law or certain economic events
affecting the Project specified in
subsection 8.1(B) of the Agreement shall have
occurred, as evidenced in each case by the
filing of a certificate of an
Authorized Representative of the
Borrower.
Mandatory
Taxability Redemption. In the event of a Determination of
Taxability, the Bonds shall be redeemed on
any day selected by the Borrower that
is not more than 180 days after the
occurrence of such Determination of
Taxability as provided in the Indenture, at
the Redemption Price equal to 100%
of the principal amount thereof plus
accrued interest to the date
-6-
<PAGE>
Exhibit 4.25
of redemption. Redemption under this
paragraph shall be in whole unless not less
than forty-five (45) days prior to the
redemption date the Borrower delivers to
the Trustee an opinion of Bond Counsel
reasonably satisfactory to the Trustee to
the effect that a redemption of less than
all of the Bonds will preserve the
tax-exempt status of interest on the
remaining Bonds outstanding subsequent to
such redemption.
Selection
of Bonds for Redemption. In the event that less than all of the
Bonds are to be redeemed, the Bonds (or
portions of Bonds) to be redeemed shall
be selected by the Trustee as provided in
the Indenture; provided that for so
long as CEDE & CO., as nominee of The
Depository Trust Company ("DTC"), is the
REGISTERED OWNER, the beneficial interests
in the particular Bonds or portions
thereof to be redeemed shall be selected by
DTC, in such manner as DTC may
determine. Interest on Bonds called for
redemption shall be due and payable on
the redemption date.
Notice of
Redemption. Notice of any redemption shall be given by the
Trustee mailing a copy of the redemption
notice by registered or certified mail
to the registered Owner of each Bond to be
redeemed in whole or in part at the
address shown on the registration books
kept by the Paying Agent (a) prior to
the Fixed Rate Date, not more than thirty
(30) nor less than fifteen (15) days
prior to the redemption date, and (b) on
and after the Fixed Rate Date, not more
than forty-five (45) nor less than thirty
(30) days prior to the redemption
date. Failure to mail notice to the Owner
of any other Bond or any defect in the
notice to such an Owner shall not affect
the redemption of this bond.
If this
bond is of a denomination in excess of one hundred thousand
dollars ($100,000), portions of the
principal amount in the amount of one
hundred thousand dollars ($100,000) or any
integral multiple of five thousand
dollars ($5,000) in excess thereof may be
redeemed. If less than all of the
principal amount is to be redeemed, upon
surrender of this bond to the Paying
Agent, there will be issued to the
REGISTERED OWNER, without charge, a new Bond
or Bonds, at the option of the REGISTERED
OWNER, for the unredeemed principal
amount.
Notice of
redemption having been duly mailed, this bond, or the portion
called for redemption, will become due and
payable on the redemption date at the
applicable redemption price and, monies for
the redemption having been deposited
with the Paying Agent, from and after the
date fixed for redemption interest on
this bond (or such portion) will no longer
accrue.
Event of
Default. In case any Event of Default occurs and is continuing,
the principal amount of this bond together
with accrued interest may be declared
due and payable in the manner and with the
effect provided in the Indenture.
Transfer
of Bonds. This bond is transferable by the REGISTERED OWNER, in
person or by its attorney duly authorized
in writing, at the office of the
Paying Agent, upon surrender of this bond
to the Paying Agent for cancellation.
Upon the transfer, a new Bond or Bonds in
authorized denominations of the same
aggregate principal amount will be issued
to the transferee at the same office.
This bond may also be exchanged at the
office of the Paying Agent for a new Bond
or Bonds in authorized denominations of the
same aggregate principal amount
without transfer to a new registered owner.
Exchanges and transfers will be
without expense to the owner except for
applicable taxes or other governmental
charges, if any. The Paying Agent will
-7-
<PAGE>
Exhibit 4.25
not be required to make an exchange or
transfer of this bond during the fifteen
(15) days preceding any date fixed for
selection for redemption if this bond (or
any portion thereof) is eligible to be
selected for redemption.
Amendment
of Indenture. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and
the modification of the rights and
obligations of the Authority and the rights
of the owners of the Bonds at any
time by the Authority with the consent of
the Credit Facility Provider, unless
the Credit Facility Provider is in payment
default under the Credit Facility, in
which case such amendment shall require the
consent of the owners of not less
than 51% in aggregate principal amount of
the Bonds at the time outstanding
thereunder. Any such consent shall be
conclusive and binding upon each such
owner and upon all future owners of each
Bond and of any such Bond issued upon
the transfer thereof, whether or not
notation of such consent is made thereon.
The Indenture also permits the amendment
thereof by the Authority but without
the consent of the owners of the Bonds or
the Credit Facility Provider for
certain specified purposes.
Limitation
on Bondholder Enforcement Rights. The owner of this bond shall
have no right to enforce the provisions of
the Indenture, to institute action to
enforce the provisions and covenants
thereof or to institute, appear in or
defend any suit or other proceedings with
respect thereto, except as provided in
the Indenture. Anything in the Indenture to
the contrary notwithstanding, upon
the occurrence and continuance of an Event
of Default under the Indenture, so
long as the Credit Facility is in effect
and the Credit Facility Provider is not
in default thereunder, the Credit Facility
Provider shall be entitled to control
and direct the enforcement of all rights
and remedies granted to the holders of
the Bonds or the Trustee for the benefit of
the holders of the Bonds under the
Indenture.
Special
Obligations of the Authority. This bond and the issue of which
it
forms a part are special obligations of the
Authority, payable solely out of the
revenues or other receipts, funds or moneys
of the Authority pledged under the
Indenture and from any amounts otherwise
available under the Indenture for the
payment of the Bonds. Neither the State nor
any municipality thereof shall be
obligated to pay the principal or
redemption price, if any, of or interest on
this bond and neither the faith and credit
nor taxing power of the State or any
municipality thereof is pledged to such
payment. The Bonds do not now and shall
never constitute a debt or liability of the
State or any municipality thereof or
bonds issued or guaranteed by either of
them within the meaning of any
constitutional or statutory limitation.
Estoppel
Clause. This bond is issued pursuant to and in full compliance
with the Constitution and laws of the
State. It is hereby certified, recited and
declared that all acts, conditions and
things required to exist, happen and be
performed precedent to and in the issuance
of this bond do exist, have happened
and have been performed in due time, form
and manner as required by law and that
the issuance of this bond and of the issue
of which it forms a part, together
with all other obligations of the
Authority, do not exceed or violate any
constitutional or statutory limitation.
NEITHER
THE AUTHORITY, THE TRUSTEE, THE REMARKETING AGENT NOR ANY
PAYING
AGENT WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO PARTICIPANTS, TO INDIRECT
PARTICIPANTS OR TO ANY BENEFICIAL OWNER
-8-
<PAGE>
Exhibit 4.25
WITH RESPECT TO (I) THE ACCURACY OF ANY
RECORDS MAINTAINED BY DTC OR ANY
SUCCESSOR SECURITIES DEPOSITORY, ANY
PARTICIPANT, OR ANY INDIRECT PARTICIPANT;
(II) THE PAYMENT BY DTC OR ANY SUCCESSOR
SECURITIES DEPOSITORY OR ANY
PARTICIPANT OR INDIRECT PARTICIPANT OF ANY
AMOUNT WITH RESPECT TO THE PRINCIPAL
OF, OR PREMIUM, IF ANY, OR INTEREST ON THE
BONDS; (III) THE SELECTION BY DTC OR
ANY SUCCESSOR SECURITIES DEPOSITORY OR ANY
DIRECT OR INDIRECT PARTICIPANT OF ANY
PERSON TO RECEIVE PAYMENT IN THE EVENT OF A
PARTIAL REDEMPTION OF THE BONDS;
(IV) ANY CONSENT GIVEN OR OTHER ACTION
TAKEN BY DTC OR ANY SUCCESSOR SECURITIES
DEPOSITORY AS BONDHOLDER; OR (V) THE
DELIVERY TO ANY PARTICIPANT, OR INDIRECT
PARTICIPANT, BENEFICIAL OWNER OR OTHER
PERSON OTHER THAN DTC OR ANY SUCCESSOR
SECURITIES DEPOSITORY OF ANY NOTICE WITH
RESPECT TO THE BONDS, INCLUDING BUT NOT
LIMITED TO, ANY NOTICE OF REDEMPTION.
No
Personal Liability. Neither the officers, directors or employees of
the
Authority or the Trustee nor any person
executing this bond shall be liable
personally or be subject to any personal
liability or accountability by reason
of the issuance hereof.
Authentication. This bond shall not be valid or become obligatory
for any
purpose or be entitled to any security or
benefit under the Indenture until the
certificate of authentication hereon shall
have been signed by the Trustee or
the Paying Agent.
Persons
Deemed Holders. The Authority, the Trustee, the Paying Agent,
the
Remarketing Agent, the Credit Facility
Provider, the Liquidity Facility Provider
and the Borrower may treat the REGISTERED
OWNER as the absolute owner of this
bond for all purposes, notwithstanding any
notice to the contrary.
-9-
<PAGE>
Exhibit 4.25
IN WITNESS
WHEREOF, the CONNECTICUT DEVELOPMENT AUTHORITY has caused this
Bond to be executed in its name by the
manual or facsimile signature of its
Authorized Representative.
CONNECTICUT DEVELOPMENT AUTHORITY
By
__________________________________________
Authorized Representative
-10-
<PAGE>
Exhibit 4.25
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This bond
is one of the Bonds of the issue described in the within
mentioned Indenture.
Date of Registration:
U.S. BANK NATIONAL ASSOCIATION, Trustee
By ____________________________________________ [,or
Authorized Signature
U.S. BANK NATIONAL ASSOCIATION,
Paying Agent
By __________________________________________
Authorized Signature]
-11-
<PAGE>
Exhibit 4.25
FORM OF BONDHOLDER TENDER NOTICE
The
undersigned (a) hereby certifies that it is the lawful
registered
Owner of this bond on the date shown below
as the "Date of Exercise of
Bondholder Tender Option", (b) hereby gives
notice to the Paying Agent (and the
Remarketing Agent if this bond is in the
Daily Mode) of the exercise by the
undersigned of its option to have this bond
or a portion hereof as specified
below purchased on the Purchase Date
indicated below pursuant to the terms of
the Indenture, and (c) in order to exercise
said option, hereby tenders or will
tender and deliver this bond to the Paying
Agent for purchase of this bond or a
portion hereof as specified below on the
Purchase Date designated below for a
Purchase Price equal to the sum of 100% of
the principal amount hereof to be
purchased plus accrued interest, if any.
The undersigned does hereby also assign
and transfer and direct the Paying Agent to
transfer the bond upon delivery
thereof under the terms and conditions
contained in the Indenture.
The
undersigned hereby elects to receive payment of the Purchase Price
of
the Bonds, in one of the following manners
(check the desired method):
MANNER
A___ in lawful money of the United States of America, directly
to
the undersigned on the applicable Purchase Date, upon
surrender of the bonds (if not submitted herewith);
MANNER
B___ by wire transfer of immediately available funds to account
number______________ at______________________ on the
applicable Purchase Date; provided, however, that the
undersigned may not utilize this Manner B to receive the
Purchase Price unless the undersigned is the Owner of at least
$1,000,000
aggregate principal amount of Bonds.
Name and address of Bondholder:
____________________
Date of Exercise of Bondholder Option:
_________________
Purchase Date: _____________
Portion of Bond to be purchased (must be in
Authorized Denominations and amount
of Bond not tendered must be in Authorized
Denominations): $__________________
-12-
<PAGE>
Exhibit 4.25
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received the undersigned sells,
assigns and transfers this bond to
________________________________________________________________________________
(Name and Address of Assignee)
________________________________________________________________________________
Social Security or Other Identifying Number
of Assignee
and irrevocably appoints
__________________________________ attorney-in-fact to
transfer it on the books kept for
registration of the bond, with full power of
substitution.
________________________________________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written
on the face of the bond without alteration
or enlargement or other change and
must be guaranteed by a Participant in a
Recognized Signature Guaranty Medallion
Program.
Dated:
Signature Guaranteed:
____________________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By:
_________________________________________________
Authorized
Signature
[END OF FORM OF VARIABLE RATE BOND]
-13-
<PAGE>
Exhibit 4.25
[FORM OF FIXED RATE BOND]
No. R-
$5,000,000
NEITHER THE STATE OF
CONNECTICUT NOR ANY MUNICIPALITY THEREOF IS OBLIGATED
TO PAY, AND NEITHER
THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE OF
CONNECTICUT NOR ANY
MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF, THE
PRINCIPAL, PREMIUM, IF
ANY, OF OR INTEREST ON THIS BOND.
CONNECTICUT DEVELOPMENT AUTHORITY
WATER FACILITIES REFUNDING REVENUE BOND
(THE CONNECTICUT WATER COMPANY PROJECT - 2004A SERIES)
BOND DATE: September __, 2004
MATURITY DATE: July 1, 2028
INTEREST PAYMENT DATES: January 1 and July 1, commencing
_________ 1, 200_
INTEREST RATE: %
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: $5,000,000.00***
CUSIP NUMBER:
CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a body
corporate and
politic constituting a public
instrumentality and political subdivision of the
State of Connecticut (the "State"), for
value received, hereby promises to pay
to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from
the sources and in the manner hereinafter
provided, upon presentation and
surrender hereof, in lawful money of the
United States of America, the PRINCIPAL
AMOUNT and in like manner to pay interest
on the unpaid principal balance
thereof until the Authority's obligation
with respect to the payment of such sum
shall be discharged. Interest shall be
payable (computed on the basis of a
360-day year consisting of twelve 30-day
months) from the most recent INTEREST
PAYMENT DATE, to which interest has been
paid or duly provided for or, if no
interest has been paid, from the DATE OF
THIS BOND at the INTEREST RATE per
annum, payable semi-annually on the
INTEREST PAYMENT DATES until the date on
which this bond becomes due, whether at
maturity or by acceleration or
redemption. From and after that date, any
unpaid principal will bear interest at
the same rate until paid or duly provided
for.
Payment of
Principal and Interest. The principal and premium, if any, of
this Bond is payable to the REGISTERED
OWNER hereof but only upon presentation
and surrender of this bond at the corporate
trust office of U.S. Bank National
Association, as Paying
-14-
<PAGE>
Exhibit 4.25
Agent (with its successors, the "Paying
Agent"). Interest is payable (i) by
check or draft mailed by the Paying Agent
to the REGISTERED OWNER of this bond
(or of one or more predecessor or successor
Bonds (as defined below)),
determined as of the close of business on
the applicable record date, at its
address as shown on the registration books
maintained by the Paying Agent; or
(ii) if the PRINCIPAL AMOUNT is not less
than $1,000,000, at the option of the
REGISTERED OWNER, by wire transfer to the
REGISTERED OWNER at such wire transfer
address as it may request in writing to the
Paying Agent prior to the applicable
record date. If any payment, redemption or
maturity date for principal, premium
or interest shall not be a Business Day
then the payment thereof may be made on
the next succeeding Business Day with the
same force and effect as if made on
the specified payment date and no interest
shall accrue for the period after the
specified payment date. Payment shall be in
any coin or currency of the United
States of America, which, on the respective
dates of payment thereof, is legal
tender for the payment of public and
private debts.
The record
date for payment of interest is the first day of the month in
which the interest is to be paid, provided
that, with respect to overdue
interest or interest payable on redemption
of this bond other than on an
INTEREST PAYMENT DATE or interest on any
overdue amount, the Trustee (as defined
below) may establish a special record date.
The special record date may be not
more than thirty (30) days before the date
set for payment. The Paying Agent
will mail notice of a special record date
to the registered owners of the Bonds
(the "Bondholders") at least ten (10) days
before the special record date. The
Paying Agent will promptly certify to the
Authority and the Trustee that it has
mailed such notice to all Bondholders, and
such certificate will be conclusive
evidence that such notice was given in the
manner required hereby.
Authorization and Purpose. This bond is one of an authorized issue
of
Bonds of the Authority in the aggregate
principal amount of $5,000,000
designated: Water Facilities Refunding
Revenue Bonds (The Connecticut Water
Company Project - 2004A Series) (the
"Bonds") which are issued for the purpose
of refunding in full the Authority's
$5,000,000 aggregate principal amount of
Water Facilities Refunding Revenue Bonds
(The Connecticut Water Company Project
- 1993A Series) (the "Prior Obligations"),
which were issued for the purpose of
refunding in full the Authority's Water
Facilities Revenue Bonds (The
Connecticut Water Company Project - 1988
Series), which were issued for the
purpose of financing various capital
improvements constituting a portion of the
Borrower's existing water system (the
"Project"), for the benefit of The
Connecticut Water Company (the "Borrower"),
a corporation organized and existing
under the laws of the State of Connecticut,
and paying necessary expenses
incidental thereto. The Bonds are issued
pursuant to the State Commerce Act,
constituting Connecticut General Statutes,
Sections 32-1a through 32-23zz, as
amended, a resolution adopted by the
Authority on June 18, 2003 and an Indenture
of Trust, dated as of August 1, 2004 (which
Indenture as from time to time
amended and supplemented is herein referred
to as the "Indenture"), duly
executed and delivered by the Authority to
U.S. Bank National Association, as
trustee (with its successors, the
"Trustee"), and are equally and ratably
secured by and entitled to the protection
of the Indenture, which is on file in
the office of the Trustee.
Pledge and
Security. Pursuant to the Indenture, the Authority has assigned
to the Trustee all of its right, title and
interest in and to a Loan Agreement,
dated as of August 1, 2004, as it may be
amended or supplemented from time to
time (the "Agreement"), between the
Authority and the Borrower, and the Note
evidencing the Borrower's obligations under
the Agreement
-15-
<PAGE>
Exhibit 4.25
(except for certain enforcement and
indemnification rights which are reserved in
the Indenture), including all rights to
receive loan payments sufficient to pay
the principal or premium if any, of and
interest and all other amounts due on
the Bonds as the same become due, to be
made by the Borrower pursuant to the
Agreement. The Agreement sets forth the
terms and conditions under which the
Authority will provide for the refinancing
of the Project and under which the
Borrower will use and occupy the Project
and make loan payments to the Authority
in such amounts as are necessary to pay the
principal of, premium if any, and
interest on the Bonds. Reference is hereby
made to the Indenture for the
definition of any capitalized word or term
used but not defined herein and for a
description of the property pledged,
assigned and otherwise available for the
payment of the Bonds, the provisions, among
others, with respect to the nature
and extent of the security, the rights,
duties and obligations of the Authority,
the Trustee and the owners of the Bonds,
and the terms upon which the Bonds are
issued and secured, and the holders of the
Bonds are deemed to assent to the
provisions of the Indenture by the
acceptance of this bond.
Event of
Default. In case any Event of Default occurs and is continuing,
the principal amount of this bond together
with accrued interest may be declared
due and payable in the manner and with the
effect provided in the Indenture.
General
Optional Redemption. The Bonds are subject to redemption prior
to
maturity from time to time pursuant to the
Indenture at the option of the
Authority, which option shall be exercised
at the direction of the Borrower, as
a whole or in part on any date, at the
following prices expressed in percentages
of their principal amount, plus accrued
interest to the date of redemption:
<TABLE>
<CAPTION>
Period During Which Redeemed
Redemption Price
----------------------------
----------------
<S>
<C>
July 1, 20__ to June 30, 20__
___%
July 1, 20__ to June 30, 20__
___%
July 1, 20__ and thereafter
___%
</TABLE>
Extraordinary Optional Redemption. In addition, at the option of
the
Authority, which option shall be exercised
upon the giving of notice by the
Borrower of its intention to prepay amounts
due under the Agreement, the Bonds
are subject to redemption prior to maturity
as a whole on any date at a
Redemption Price equal to 100% of the
principal amount thereof plus accrued
interest to the date of redemption, if any
one or more of the events of casualty
to or condemnation of the Project or change
in law or certain economic events
affecting the Project specified in
subsection 8.1(B) of the Agreement shall have
occurred, as evidenced in each case by the
filing of a certificate of an
Authorized Representative of the
Borrower.
Mandatory
Taxability Redemption. In the event of a Determination of
Taxability, the Bonds shall be redeemed on
any day selected by the Borrower that
is not more than 180 days after the
occurrence of such Determination of
Taxability as provided in the Indenture, at
the Redemption Price equal to 100%
of the principal amount thereof plus
accrued interest to the date of redemption.
Redemption under this paragraph shall be in
whole unless not less than
forty-five (45) days prior to the
redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel
reasonably satisfactory to the Trustee to the
effect that a redemption of less than all
of
-16-
<PAGE>
Exhibit 4.25
the Bonds will preserve the tax-exempt
status of interest on the remaining Bonds
outstanding subsequent to such
redemption.
Selection
of Bonds to be Redeemed. If less than all of the Outstanding
Bonds are to be called for redemption, the
Bonds (or portions thereof) to be
redeemed shall be selected as provided in
the Indenture.
Notice of
Redemption. In the event this bond is selected for redemption,
notice (which notice may state that it is
subject to the receipt of the
redemption moneys by the Trustee on or
before the date fixed for redemption and
which notice shall be of no effect unless
such moneys are so received on or
before such date) will be mailed no more
than forty-five (45) days nor less than
thirty (30) days prior to the redemption
date to the REGISTERED OWNER at its
address shown on the registration books
maintained by the Paying Agent. Failure
to mail notice to the owner of any other
Bond or any defect in the notice to
such an owner shall not affect the
redemption of this bond.
If this
bond is of a denomination in excess of five thousand dollars
($5,000), portions of the principal amount
in the amount of five thousand
dollars ($5,000) or any multiple thereof
may be redeemed. If less than all of
the principal amount is to be redeemed,
upon surrender of this bond to the
Paying Agent, there will be issued to the
REGISTERED OWNER, without charge, a
new Bond or Bonds, at the option of the
REGISTERED OWNER, for the unredeemed
principal amount.
Notice of
redemption having been duly mailed, and moneys for the
redemption having been deposited with the
Paying Agent, this bond, or the
portion called for redemption, will become
due and payable on the redemption
date at the applicable redemption price
from and after the date fixed for
redemption, interest on this bond (or such
portion) will no longer accrue.
Transfer
of Bonds. This bond is transferable by the REGISTERED OWNER, in
person or by its attorney duly authorized
in writing, at the office of the
Paying Agent, upon surrender of this bond
to the Paying Agent for cancellation.
Upon the transfer, a new Bond or Bonds in
authorized denominations of the same
aggregate principal amount will be issued
to the transferee at the same office.
This bond may also be exchanged at the
office of the Paying Agent for a new Bond
or Bonds in authorized denominations of the
same aggregate principal amount
without transfer to a new registered owner.
Exchanges and transfers will be
without expense to the owner except for
applicable taxes or other governmental
charges, if any. The Paying Agent will not
be required to make an exchange or
transfer of this bond during the fifteen
(15) days preceding any date fixed for
selection for redemption if this bond (or
any portion thereof) is eligible to be
selected for redemption.
Amendment
of Indenture. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and
the modification of the rights and
obligations of the Authority and the rights
of the owners of the Bonds at any
time by the Authority with the consent of
the owners of not less than 51% in
aggregate principal amount of the Bonds at
the time outstanding thereunder. Any
such consent shall be conclusive and
binding upon each such owner and upon all
future owners of each Bond and of any such
Bond issued upon the transfer
thereof, whether or not notation of such
consent is made thereon. The Indenture
also permits the
-17-
<PAGE>
Exhibit 4.25
amendment thereof by the Authority but
without the consent of the owners of the
Bonds for certain specified purposes.
Limitation
on Bondholder Enforcement Rights. The owner of this bond shall
have no right to enforce the provisions of
the Indenture, to institute action to
enforce the provisions and covenants
thereof or to institute, appear in or
defend any suit or other proceedings with
respect thereto, except as provided in
the Indenture.
Special
Obligations of the Authority. This bond and the issue of which
it
forms a part are special obligations of the
Authority, payable solely out of the
revenues or other receipts, funds or moneys
of the Authority pledged under the
Indenture and from any amounts otherwise
available under the Indenture for the
payment of the Bonds. Neither the State nor
any municipality thereof shall be
obligated to pay the principal or
redemption price, if any, of or interest on
this bond and neither the faith and credit
nor taxing power of the State or any
municipality thereof is pledged to such
payment. The Bonds do not now and shall
never constitute a debt or liability of the
State or any municipality thereof or
bonds issued or guaranteed by either of
them within the meaning of any
constitutional or statutory limitation.
Estoppel
Clause. This bond is issued pursuant to and in full compliance
with the Constitution and laws of the
State. It is hereby certified, recited and
declared that all acts, conditions and
things required to exist, happen and be
performed precedent to and in the issuance
of this bond do exist, have happened
and have been performed in due time, form
and manner as required by law and that
the issuance of this bond and of the issue
of which it forms a part, together
with all other obligations of the
Authority, do not exceed or violate any
constitutional or statutory limitation.
NEITHER
THE AUTHORITY, THE TRUSTEE NOR ANY PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO
PARTICIPANTS, TO INDIRECT PARTICIPANTS OR TO ANY
BENEFICIAL OWNER WITH RESPECT TO (I) THE
ACCURACY OF ANY RECORDS MAINTAINED BY
DTC OR ANY SUCCESSOR SECURITIES DEPOSITORY,
ANY PARTICIPANT, OR ANY INDIRECT
PARTICIPANT; (II) THE PAYMENT BY DTC OR ANY
SUCCESSOR SECURITIES DEPOSITORY OR
ANY PARTICIPANT OR INDIRECT PARTICIPANT OF
ANY AMOUNT WITH RESPECT TO THE
PRINCIPAL OF, OR PREMIUM, IF ANY, OR
INTEREST ON THE BONDS; (III) THE SELECTION
BY DTC OR ANY SUCCESSOR SECURITIES
DEPOSITORY OR ANY DIRECT OR INDIRECT
PARTICIPANT OF ANY PERSON TO RECEIVE
PAYMENT IN THE EVENT OF A PARTIAL
REDEMPTION OF THE BONDS; (IV) ANY CONSENT
GIVEN OR OTHER ACTION TAKEN BY DTC OR
ANY SUCCESSOR SECURITIES DEPOSITORY AS
BONDHOLDER; OR (V) THE DELIVERY TO ANY
PARTICIPANT, OR INDIRECT PARTICIPANT,
BENEFICIAL OWNER OR OTHER PERSON OTHER
THAN DTC OR ANY SUCCESSOR SECURITIES
DEPOSITORY OF ANY NOTICE WITH RESPECT TO
THE BONDS, INCLUDING BUT NOT LIMITED TO,
ANY NOTICE OF REDEMPTION.
No
Personal Liability. Neither the officers, directors or employees of
the
Authority or the Trustee nor any person
executing this bond shall be liable
personally or be subject to any personal
liability or accountability by reason
of the issuance hereof.
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<PAGE>
Exhibit 4.25
Authentication. This bond shall not be valid or become obligatory
for any
purpose or be entitled to any security or
benefit under the Indenture until the
certificate of authentication hereon shall
have been signed by the Trustee or
the Paying Agent.
Authorized
Denomination. The Bonds are issuable only in fully registered
form in denominations of $5,000 or any
multiple thereof.
Persons Deemed
Owners. The Authority, the Trustee, the Paying Agent and
the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond
for all purposes, notwithstanding any
notice to the contrary.
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<PAGE>
Exhibit 4.25
IN WITNESS
WHEREOF, the CONNECTICUT DEVELOPMENT AUTHORITY has caused this
Bond to be executed in its name by the
manual or facsimile signature of its
Authorized Representative.
CONNECTICUT DEVELOPMENT AUTHORITY
By _____________________________________________
Authorized Representative
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<PAGE>
Exhibit 4.25
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This bond
is one of the Bonds of the issue described in the within
mentioned Indenture.
Date of Registration:
U.S. BANK NATIONAL ASSOCIATION, Trustee
By ______________________________________ [,or
Authorized Signature
U.S. BANK NATIONAL ASSOCIATION,
Paying Agent
By ______________________________________
Authorized Signature]
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<PAGE>
Exhibit 4.25
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received the
undersigned sells, assigns and transfers this bond
to
________________________________________________________________________________
(Name and Address of Assignee)
________________________________________________________________________________
Social Security or Other Identifying Number
of Assignee
and irrevocably appoints
__________________________________ attorney-in-fact to
transfer it on the books kept for
registration of the bond, with full power of
substitution.
________________________________________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written
on the face of the bond without alteration
or enlargement or other change and
must be guaranteed by a Participant in a
Recognized Signature Guaranty Medallion
Program.
Dated:
Signature Guaranteed:
__________________________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By:
_________________________________________________
Authorized
Signature
[END OF FORM OF FIXED RATE BOND]
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<PAGE>
Exhibit 4.25
WHEREAS,
all things necessary to make the Bonds, when authenticated by
the
Trustee and issued as in this Indenture
provided, the valid, binding and legal
obligations of the Authority according to
the import thereof, and to constitute
this Indenture a valid pledge of revenues
to the payment of the principal or
Redemption Price, if any, of and interest
on the Bonds and all other amounts due
in connection therewith and a valid
assignment of the rights of the Authority
(except as stated below) under the
Agreement and the Note have been done and
performed, and the creation, execution and
delivery of this Indenture and the
creation, execution and issuance of the
Bonds subject to the terms hereof, have
in all respects been duly authorized;
NOW,
THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS:
GRANTING CLAUSES
That the
Authority in consideration of the premises and the acceptance
by
the Trustee of the trusts hereby created
and of the purchase and acceptance of
the Bonds by the holders and owners thereof
and the issuance of a Credit
Facility by the Credit Facility Provider,
and of the sum of One Dollar, lawful
money of the United States of America, to
it duly paid by the Trustee at or
before the execution and delivery of these
presents, and for other good and
valuable consideration, the receipt of
which is hereby acknowledged, and in
order to secure the payment of the
principal of, Redemption Price, if any, and
interest on the Bonds according to their
tenor and effect and all other amounts
due in connection therewith and the
performance and observance by the Authority
of all the covenants expressed or implied
herein and in the Bonds, does hereby
grant, bargain, sell, convey, pledge and
assign unto, and grant a security
interest in and to the Trustee, and unto
its respective successors in trust, and
to their respective assigns, forever, for
the securing of the performance of the
obligations of the Authority hereinafter
set forth, the following:
I.
The Agreement and the Note (except
to the extent to which any such
document provides for the indemnification
or the payment of expenses of the
Authority, rights of the Authority to
inspect the Project, receive notices and
grant approvals) including all extensions
and renewals of the term thereof, if
any, together with all right, title and
interest of the Authority therein,
including, but without limiting the
generality of the foregoing, the present and
continuing right to claim, collect and
receive any of the moneys, income,
revenues, issues, profits and other amounts
payable or receivable thereunder, to
bring actions and proceedings thereunder or
for the enforcement thereof, and to
do any and all things which the Authority
is or may become entitled to do under
the Agreement and the Note but reserving,
however, to the Authority rights of
the Authority under Section 6.2, 6.4 and
7.3 of the Agreement upon the
conditions therein set forth;
II.
All Funds
and Accounts (except the Rebate Fund and the Tender Fund) and
moneys therein; and
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<PAGE>
Exhibit 4.25
III.
All moneys
and securities from time to time held by the Trustee or the
Paying Agent under the terms of this
Indenture (except moneys and securities in
the Rebate Fund and the Tender Fund) and
any and all other real or personal
property of every name and nature
concurrently herewith or from time to time
hereafter by delivery or by writing of any
nature conveyed, mortgaged, pledged,
assigned or transferred as and for
additional security hereunder by the
Authority or by anyone in its behalf, or
with its written consent, to the
Trustee or the Paying Agent, which are
hereby authorized to receive any and all
such property at any and all times and to
hold and apply the same subject to the
terms hereof;
TO HAVE
AND TO HOLD all and singular the trust estate, whether now
owned
or hereafter acquired, unto the Trustee and
its respective successors and
assigns in trust forever to its and their
own proper use and behoof but:
IN TRUST
NEVERTHELESS, upon the terms and trusts herein set forth for
the
equal and proportionate benefit, security
and protection of all present and
future holders and owners of the Bonds from
time to time issued and to be issued
under and secured by this Indenture without
privilege, priority or distinction
as to the lien or otherwise of any of the
Bonds over any of the other Bonds;
PROVIDED,
HOWEVER, that if the Authority, its successors or assigns,
shall
well and truly pay, or cause to be paid,
the principal of, Redemption Price, if
any, and interest on, the Bonds due or to
become due thereon, and all other
amounts due thereunder, at the times and in
the manner mentioned in the Bonds
according to their tenor, and shall cause
the payments to be made on the Bonds
as required under Article VII hereof, or
shall provide, as permitted hereby, for
the payment thereof by depositing with the
Trustee the entire amount due or to
become due thereon, and shall well and
truly keep, perform and observe all the
covenants and conditions pursuant to the
terms of this Indenture to be kept,
performed and observed by it, and shall pay
or cause to be paid to the Trustee
all sums of money due or to become due to
it in accordance with the terms and
provisions of the Agreement, the Note and
this Indenture and all Credit Facility
Payment Obligations, then upon the final
payment thereof this Indenture and the
rights hereby granted shall cease,
determine and be void; otherwise this
Indenture to be and remain in full force
and effect.
THIS
INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly
declared,
that all Bonds issued and secured hereunder
are to be issued, authenticated and
delivered and all of the property, rights
and interests, including, without
limitation the loan payments and other
amounts hereby assigned and pledged are
to be dealt with and disposed of under,
upon and subject to the terms,
conditions, stipulations, covenants,
agreements, trusts, uses and purposes as
hereinafter expressed, and the Authority
has agreed and covenanted, and does
hereby agree and covenant with the Trustee
and with the respective holders and
owners of the Bonds and Credit Facility
Providers, or any of them, as follows:
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<PAGE>
Exhibit 4.25
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION
1.1. DEFINITIONS. As used in this Indenture:
"Account"
or "Accounts" shall mean the Account or Accounts established
pursuant to Article V herein below.
"Act"
means the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-la through 32-23zz,
as amended.
"Affiliate" means any Person (whether for-profit or
not-for-profit), which
"controls," or is "controlled" by, or is
under common "control" with, another
Person. For purposes of this definition, a
Person "controls" another Person when
the first Person possesses or exercises
directly, or indirectly through one or
more other affiliates or related entities,
the power to direct the management
and policies of the other Person, whether
through the ownership of voting
rights, membership, the power to appoint
members, trustees or directors, by
contract, or otherwise.
"Agreement" means the Loan Agreement of even date herewith between
the
Authority and the Borrower, and any
amendments and supplements thereto.
"Authority" means the Connecticut Development Authority, a body
corporate
and politic constituting a public
instrumentality and political subdivision of
the State of Connecticut duly organized and
existing under the laws of the
State, and any body, board, authority,
agency or other political subdivision or
instrumentality of the State which shall
hereafter succeed to the powers, duties
and functions thereof.
"Authorized Denomination" means, with respect to Variable Rate
Bonds and
Purchased Bonds, $100,000 or any integral
multiple of $5,000 in excess thereof,
and, with respect to Fixed Rate Bonds,
$5,000 or any integral multiple thereof.
"Authorized Investments" means Federal Securities, United States
agency
obligations, commercial paper having the
highest rating by a nationally
recognized securities rating service,
savings accounts with banks or savings and
loan associations to the extent such
accounts are fully federally insured, bank
acceptances which are eligible collateral
for borrowing from Federal Reserve
Banks and certificates of deposit of the
Trustee (but only to the extent such
certificates of deposit do not exceed 10%
of the amounts held in all funds and
accounts hereunder) and tax-exempt bonds
and tax-exempt notes rated in the
highest rating category by Moody's and/or
S&P and such other investments as the
Credit Facility Provider may consent
to.
"Authorized Representative" means, in the case of the Authority,
the
Chairman or Vice Chairman, the President,
the Executive Vice President, Deputy
Director or any Senior Vice President or
any Vice President thereof, in the case
of the Borrower, the Chairman, the
President and Chief Executive Officer, the
Vice-President-Chief Financial Officer and
Treasurer, and any Vice President,
Assistant Treasurer or Secretary and, in
the case of the Bank, when used with
reference to any act or document, a Senior
Vice President, Vice President or any
other person authorized to perform such act
or sign such document by or pursuant
to a resolution of the
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<PAGE>
Exhibit 4.25
governing body of the Bank, and, when used
with reference to the performance of
any act, the discharge of any duty or the
execution of any certificate or other
document, any officer, employee or other
person authorized to perform such act,
discharge such duty or execute such
certificate or other document.
"Bank"
means Citizens Bank of Rhode Island and its successors and
assigns.
"Beneficial Owner" shall have the meaning specified in Section 2.8
hereof.
If any person claims to the Trustee to be a
Beneficial Owner, for purposes of
Sections 2.9(C), such person shall prove
such claim to the satisfaction of the
Trustee with such documentation and
signature guaranties as the Trustee may
request and shall be responsible for and
pay any costs associated with such
claim.
"Bonds" means
the $5,000,000 Water Facilities Refunding Revenue Bonds (The
Connecticut Water Company Project - 2004A
Series) authorized and issued pursuant
to Section 2.3 hereof.
"Bond
Counsel" means Winston & Strawn LLP or such other
nationally
recognized bond counsel selected by the
Authority and reasonably satisfactory to
the Borrower and Trustee.
"Bondholder", "holder" or "owner" or words of similar import when
used
with reference to Bonds, shall unless
otherwise specified, mean any person who
shall be the registered owner of any
Outstanding Bond.
"Bondholder Tender Notice" means written notice of a Bondholder
(other
than the Liquidity Facility Provider),
delivered to the Paying Agent or
Remarketing Agent, as applicable,
evidencing a Bondholder's election to tender
Bonds as provided in Sections 2.15 and 2.16
of this Indenture, as the case may
be, substantially in the form set forth on
the form of the Variable Rate Bond
contained herein.
"Borrower"
means (i) The Connecticut Water Company, a corporation
organized and existing under the laws of
the State of Connecticut, and its
successors and assigns and (ii) any
surviving, resulting or transferee
corporation as provided in Section 6.1 of
the Agreement.
"Borrower
Bonds" means Bonds that have been purchased by the Borrower in
accordance with Section 3.1(E) of the
Agreement.
"Business
Day" means any day (i) that is not a Saturday or Sunday, (ii)
that is a day on which banks located in
Hartford, Connecticut and New York, New
York are not required or authorized to
remain closed, (iii) that is a day on
which banking institutions in the cities in
which the principal offices of the
Trustee, the Credit Facility Provider, the
Liquidity Facility Provider, the
Paying Agent and the Remarketing Agent are
located and are not required or
authorized to remain closed and (iv) that
is a day on which the New York Stock
Exchange, Inc. is not closed.
"Cede
& Co." means the nominee for The Depository Trust Company (DTC)
who
shall act as securities depository for the
Bonds.
-26-
<PAGE>
Exhibit 4.25
"Code"
means the Internal Revenue Code of 1986, as amended and
regulations
promulgated thereunder.
"Computation Period" means each period from the date of issuance
through
the date on which a determination of the
Rebatable Arbitrage is made or required
to be made pursuant to Section 8.3 of the
Tax Regulatory Agreement.
"Credit
Facility" means the Letter of Credit that provides for the
payment
of principal of and interest on the Bonds
and any Substitute Credit Facility
delivered pursuant to Section 3.11 of this
Indenture.
"Credit
Facility Documents" means the Credit Facility, the
Reimbursement
Agreement and any documents, agreements
and/or instruments (including any
security documents) executed and/or
delivered in connection with the issuance of
the Bonds.
"Credit
Facility Event of Insolvency" means that a proceeding has been
instituted in a court having jurisdiction
seeking an order for relief,
rehabilitation, reorganization,
conservation, liquidation or dissolution in
respect of the Credit Facility Provider and
such proceeding is not terminated
for a period of sixty (60) consecutive days
or such court enters an order
granting the relief sought in such
proceeding.
"Credit
Facility Expiration Date" means, with respect to a Credit
Facility, including the Initial Credit
Facility, the scheduled expiration date
of such Credit Facility as it may be
extended from time to time pursuant to the
terms thereof or, if the Credit Facility
has been replaced by a Substitute
Credit Facility, the scheduled expiration
date of such Substitute Credit
Facility; provided however, "Credit
Facility Expiration Date" shall not mean any
date upon which the Credit Facility is no
longer effective by reason of (a) an
event constituting a Credit Facility
Termination Date, (b) the Credit Facility
expiring in connection with the conversion
of the Bonds to Fixed Rate Bonds
prior to the maturity date thereof if
either Section 2.5(D)(ii)(B) or Section
2.5(D)(ii)(C) is complied with, or (c)
obtaining a Substitute Credit Facility.
"Credit
Facility Payment Obligations" means, with respect to a Credit
Facility Provider, any loans, advances,
debts, liabilities, obligations,
contingent obligations, covenants and
duties owing to the Credit Facility
Provider under the applicable Reimbursement
Agreement or any other Credit
Facility Documents. The amount of the
Credit Facility Payment Obligations shall
be established or calculated by the Credit
Facility Provider from time to time
and furnished to the Trustee in writing
denominating the interest portion of
such Credit Facility Payment Obligations
and the principal portion of such
Credit Facility Payment Obligations, such
establishment or calculation being
conclusive of the amount due, absent
manifest error.
"Credit
Facility Provider" means the Initial Credit Facility Provider
as
issuer of the Letter of Credit for the
Bonds and any Substitute Credit Facility
Provider which issues a Substitute Credit
Facility pursuant to Section 3.11 of
this Indenture.
"Credit
Facility Termination Date" means the date, if any, upon which
the
Credit Facility, including the Initial
Credit Facility, is to terminate with
respect to the Bonds or with respect to
defaulted Bonds as a result of the
occurrence of any event specified in the
Credit Facility or the
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<PAGE>
Exhibit 4.25
applicable Credit Facility Documents
providing the Credit Facility Provider with
an option to terminate the Credit
Facility.
"Daily
Mode" means an Interest Mode in which the interest rate on the
Bonds in such Interest Mode is adjusted on
each Business Day, or calendar day
under certain circumstances, as provided in
this Indenture.
"Debt
Service Fund" means the special trust fund so designated,
established pursuant to Section 5.1
hereof.
"Default"
means any event or condition which will, with the lapse of
time,
or the giving of notice, or both, become an
Event of Default.
"DTC" or
"The Depository Trust Company" shall mean the limited-purpose
trust company organized under the laws of
the State of New York which shall act
as securities depository for the Bonds, and
any successor thereto.
"Depository" means DTC or any other depository holding the Bonds
for
purpose of a Book-Entry Only System.
"Determination of Taxability" means with respect to the Bonds, (1)
a
ruling by the Internal Revenue Service, (2)
the receipt by the owner of any of
the Bonds from the Internal Revenue Service
of a notice of assessment and demand
for payment (provided the Borrower has been
afforded the opportunity to
participate at its own expense in all
appeals and proceedings to which such
owner of any Bonds is a party relating to
such assessment and demand for
payment) and the expiration of the appeal
period provided therein if no appeal
is taken or, if an appeal is taken by such
owner of any Bonds as provided in
Section 6.3 of the Agreement within the
applicable appeal period which has the
effect of staying the demand for payment, a
final unappealable decision by a
court of competent jurisdiction, or (3) the
admission in writing by the
Borrower, in any case to the effect that
the interest on the Bonds is includable
in the gross income for federal income tax
purposes (other than for purposes of
alternative minimum tax, environmental tax
or foreign branch profits tax) of an
owner or former owner thereof, other than
for a period during which such owner
or former owner is or was a "substantial
user" of the Project financed by such
Bonds or a "related person" as such terms
are defined in the Code. For purposes
of this definition only, the term owner
means the Beneficial Owner of the Bonds
so long as the Book-Entry Only System is in
effect.
"Disclosure Agreement" means the agreement by and between the
Borrower and
U.S. Bank National Association, as
dissemination agent, to be entered into upon
conversion of the Bonds to Fixed Rate
Bonds, providing for the provision of
certain information relating to the
Borrower, the Project and the Bonds, or any
similar agreement or undertaking satisfying
the requirements of Rule 15c2-12 of
the Securities Exchange Act of 1934, as
amended and supplemented from time to
time.
"Event of
Bankruptcy" means the filing of a petition in bankruptcy or the
commencement of a proceeding under the
United States Bankruptcy Code or any
other applicable law concerning insolvency,
reorganization or bankruptcy by or
against the Authority, the Borrower, or any
guarantor of the Bonds, as debtor.
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<PAGE>
Exhibit 4.25
"Event of
Default" has the meaning given such term in Section 8.1 hereof.
"Favorable
Opinion of Bond Counsel" means an opinion of Bond Counsel
addressed to the Authority, the Credit
Facility Provider and the Trustee to the
effect that the action proposed to be taken
is not prohibited by the laws of the
State or the Indenture and will not
adversely affect any exclusion of interest
on the Bonds from gross income for federal
income tax purposes.
"Federal
Securities" means any direct and general obligations of, or any
obligations whose full and timely payment
is unconditionally guaranteed by, the
United States of America.
"Financing
Documents" means (1), when used with respect to the Borrower,
means the Agreement, the Tax Regulatory
Agreement, the Note, the Disclosure
Agreement and the general certificate of
the Borrower delivered in connection
with the issuance of the Bonds, but shall
not include the Mortgage, and (2) when
used with respect to the Authority, means
any of the foregoing documents and
agreements to which the Authority is a
direct party. The Financing Documents do
not include any documents or agreements to
which the Borrower is not a direct
party, including the Bonds or the
Indenture.
"Fitch"
means Fitch, Inc, a corporation organized and existing under
the
laws of the State of New York, its
successors and assigns, and, if such
corporation shall be dissolved or
liquidated or shall no longer perform the
functions of a securities rating agency,
"Fitch" shall be deemed to refer to any
other nationally recognized securities
rating agency designated by the
Authority, at the direction of the
Borrower, by notice to the Trustee and the
Borrower.
"Fixed
Mode" means an Interest Mode during which the interest rate on
the
Bonds in such Interest Mode is the Fixed
Rate.
"Fixed
Rate" means a non-floating interest rate on all of the Bonds
established in accordance with Sections 2.4
and 2.5 of this Indenture, which
rate on some Bonds may differ from the rate
on other Bonds.
"Fixed
Rate Bonds" means Bonds that are in the Fixed Mode.
"Fixed
Rate Date," with respect to Bonds to be converted to a Fixed
Rate,
means the date on which the interest rate
on the Bonds is converted to the Fixed
Rate.
"Flexible
Date" means, with respect to each Bond, the first day next
succeeding the last day of a Flexible
Period, or in the case of the initial
period during which the Bonds are in a
Flexible Mode, the first day of such
Flexible Period during which the Bonds bear
interest at a Flexible Rate;
provided, however, that a Flexible Date
must be a Business Day.
"Flexible
Mode" means an Interest Mode during which the Bonds in such
Interest Mode bear interest at Flexible
Rates.
"Flexible
Period" means, with respect to each Bond, each consecutive
period, not exceeding 364 days, established
pursuant to Section 2.3(C) and
Section 2.4 of this Indenture during which
such Bond shall bear interest at the
Flexible Rate; provided, however, that the
first
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<PAGE>
Exhibit 4.25
day immediately following the last day of
each Flexible Period (i.e., a Flexible
Date) shall in all events be a Business
Day.
"Flexible
Rate" means, with respect to each Bond in a Flexible Mode for a
Flexible Period, the rate of interest on
such Bond established pursuant to
Section 2.3(C) of this Indenture.
"Fund" or
"Funds" shall mean the Fund or Funds established pursuant to
Article V herein below.
"Indenture" means this Indenture as from time to time amended
or
supplemented by Supplemental Indentures in
accordance with Article X hereof.
"Indirect
Participant" shall have the meaning set forth in Section 2.8
hereof.
"Initial
Credit Facility Provider" means the Bank.
"Initial
Liquidity Facility Provider" means the Bank.
"Interest
Mode" means an interest rate mechanism applicable to the Bonds
as determined pursuant to Section 2.3, 2.4
or 2.5 of this Indenture. An Interest
Mode may be a Daily Mode, a Weekly Mode, a
Flexible Mode, or a Fixed Mode.
"Interest
Mode Adjustment Date" means the date on which the Interest Mode
is changed from one Interest Mode to
another Interest Mode.
"Interest
Mode Adjustment Notice" has the meaning specified in Section
2.4(B) of this Indenture.
"Interest
Payment Date" means each date on which interest on the Bonds
shall become due, which shall be any date
on which Bonds are to be mandatorily
tendered pursuant to Sections 2.10, 2.11 or
2.12 of this Indenture, on any
Interest Mode Adjustment Date, at maturity,
and: (i) as to Bonds in the Daily
Mode, the first Business Day of each month;
(ii) as to Bonds in the Weekly Mode,
the first Wednesday of each month (or the
immediately preceding Business Day if
such Wednesday is not a Business Day);
(iii) as to Bonds in the Flexible Mode,
the day immediately succeeding the last day
of a Flexible Period; (iv) with
respect to Purchased Bonds, the first
Business Day of each month and each date
Purchased Bonds are remarketed pursuant to
Section 2.20 of this Indenture; and
(v) with respect to Fixed Rate Bonds,
January 1 and July 1, commencing on the
January 1 or July 1 next following the
Fixed Rate Date, and the dates of
redemption or maturity of such Bonds.
"Interest
Period" means, with respect to any Bond, the period from and
including an Interest Payment Date with
respect to such Bond to and including
the day immediately preceding the next
Interest Payment Date for such Bond,
except that the first Interest Period shall
be the period from and including the
Issue Date and including the day
immediately preceding the first Interest
Payment Date.
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<PAGE>
Exhibit 4.25
"Interest
Rate" means the rate of interest to be borne by Bonds and, with
respect to any particular Bond, shall be
the Variable Rate, the Fixed Rate or
the Purchased Bond Rate applicable
thereto.
"Issue
Date" means the first date on which the Authority receives the
purchase price for the Bonds in exchange
for delivery of such Bonds.
"Letter of
Credit" means the irrevocable direct-pay letter of credit
issued by the Bank for the benefit of the
Trustee, and serving as both the
Credit Facility and the Liquidity Facility
for the Bonds.
"Liquidity
Facility" means the Letter of Credit that provides for the
payment of the Purchase Price of Bonds
tendered or deemed tendered or and any
Substitute Liquidity Facility then in
effect delivered pursuant to Section 3.12
of this Indenture.
"Liquidity
Facility Documents" means the Liquidity Facility, the
Reimbursement Agreement and any documents,
agreements and/or instruments
(including any security documents) executed
and/or delivered in connection with
the issuance of the Bonds.
"Liquidity
Facility Expiration Date" means, with respect to a Liquidity
Facility, including the Initial Liquidity
Facility, the scheduled expiration
date of such Liquidity Facility as it may
be extended from time to time pursuant
to the terms thereof or, if the Liquidity
Facility has been replaced by a
Substitute Liquidity Facility, the
scheduled expiration date of such Substitute
Liquidity Facility; provided however,
"Liquidity Facility Expiration Date" shall
not mean any date upon which the Liquidity
Facility is no longer effective by
reason of (a) an event constituting a
Liquidity Facility Termination Date, (b)
the Liquidity Facility expires in
connection with all of the Bonds bearing
interest at a Fixed Rate to the maturity
date thereof or (c) obtaining a
Substitute Liquidity Facility.
"Liquidity
Facility Provider" means the Initial Liquidity Facility
Provider as issuer of the Letter of Credit
for the Bonds and any Substitute
Liquidity Facility Provider which issues a
Substitute Liquidity Facility
pursuant to Section 3.12 of this
Indenture.
"Liquidity
Facility Termination Date" means the date, if any, upon which
the Liquidity Facility, including the
Initial Liquidity Facility, is to
terminate with respect to the Bonds or with
respect to defaulted Bonds as a
result of the occurrence of any event
specified in the Liquidity Facility or the
applicable Liquidity Facility Documents
providing the Liquidity Facility
Provider with an option to terminate the
Liquidity Facility.
"Loan
Payments" means the amounts required to be paid by the Borrower
in
repayment of the loan made to the Borrower
by the Authority pursuant to the
provisions of the Agreement and the Note,
including all amounts realized by the
Trustee thereunder in accordance with
Article VIII hereof.
"Maximum
Rate" means the lesser of (i) ten percent (10%) per annum, or
(ii) the maximum rate of interest permitted
by applicable law.
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<PAGE>
Exhibit 4.25
"Moody's"
means Moody's Investors Service, Inc., a corporation organized
and existing under the laws of the State of
Delaware, its successors and their
assigns, and if such corporation shall be
dissolved or liquidated or shall no
longer perform the functions of a
securities rating agency, "Moody's" shall be
deemed to refer to any other nationally
recognized securities rating agency
designated by the Authority, at the
direction of the Borrower, by notice to the
Trustee and the Borrower.
"Mortgage"
means the Indenture of Mortgage and Deed of Trust, dated as of
June 1, 1956, between the Borrower and U.S.
Bank National Association (successor
to The Connecticut Bank and Trust Company),
as Mortgage Bond Indenture Trustee,
as amended as of the date hereof and as may
be amended hereafter.
"Mortgage
Bond Indenture Trustee" means U.S. Bank National Association,
acting as Mortgage Bond Indenture Trustee
pursuant to the Mortgage.
"Note"
means the promissory note of the Borrower to the Authority,
dated
the date of initial delivery of the Bonds
in the form attached as Appendix A to
the Agreement, and any amendments of
supplements made in conformity with the
Agreement and this Indenture.
"Opinion
of Bond Counsel" means an Opinion of Counsel experienced in
matters relating to the tax-exemption of
interest on obligations issued by
states and their political
subdivisions.
"Opinion
of Counsel" means an opinion in writing signed by legal counsel
acceptable to the Trustee and the Credit
Facility Provider and who may be an
employee of or counsel to the Borrower.
"Outstanding", when used with reference to a Bond or Bonds, as of
any
particular date, means all Bonds which have
been authenticated and delivered
hereunder, except:
(1)
Any Bonds
cancelled by the Trustee because of payment or redemption
prior to maturity or surrendered to the Trustee for
cancellation;
(2)
any Bond (or
portion of a Bond) paid or redeemed or for the payment
or redemption of which there has been separately set aside and
held
in the Debt Service Fund either:
(a) moneys in an
amount sufficient to effect payment of the
principal or applicable Redemption Price thereof, together
with accrued interest on such Bond to the payment or
redemption date, which payment or redemption date shall be,
specified in irrevocable instructions given to the Trustee to
apply such moneys to such payment on the date so specified; or
(b) obligations
of the kind described in Section 12.1 hereof in
such principal amounts, of such maturities, bearing such
interest and otherwise having such terms and qualifications as
shall be necessary to provide moneys in an amount sufficient
to effect payment of the principal or applicable Redemption
Price of such Bond, together with accrued interest on such
Bond to the payment or redemption date, which payment or
redemption
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<PAGE>
Exhibit 4.25
date shall be specified in irrevocable instructions given to
the Trustee to apply such obligations to such payment on the
date so specified; or
(c) any
combination of (a) and (b) above;
(3)
Bonds in
exchange for or in lieu of which other Bonds shall have
been authenticated and delivered under Article III hereof; and
(4)
any Bond deemed
to have been paid as provided in Section 12.1
hereof.
"Participant" means one of the entities that deposits securities,
directly
or indirectly, in the Book-Entry Only
System.
"Paying
Agent" means any paying agent for the Bonds appointed pursuant
to
Section 9.10 hereof (and may include the
Trustee), and its successor or
successors and any other corporation which
may at any time be substituted in its
place in accordance herewith.
"Person"
means an individual, a corporation, a partnership, an
association, a joint stock company, a joint
venture, a trust, any unincorporated
organization, a limited liability company,
a governmental body or a political
subdivision, a municipality, a municipal
authority or any other group or
organization of individuals.
"Principal
and Interest Account" means the special trust account of the
Debt Service Fund so designated,
established pursuant to Section 5.3 hereof.
"Prior
Obligations" means the $5,000,000 aggregate principal amount of
the
Authority's Water Facilities Refunding
Revenue Bonds (The Connecticut Water
Company Project - 1993A Series).
"Project"
means the Borrower's interest in the Project Realty and other
interests in the real property, and in all
Project Equipment wherever located
and whether now owned or hereafter
acquired, acquired or refinanced in whole or
in part with the proceeds of the Bonds, and
any additions and accessions
thereto, substitutions therefor and
replacements, improvements, extensions and
restorations thereof, described in
appendices to the Agreement, as amended from
time to time in accordance with the
Agreement.
"Project
Equipment" means all personal property, goods, leasehold
improvements, machinery, equipment,
furnishings, furniture, fixtures, tools and
attachments wherever located and whether
now owned or hereafter acquired,
refinanced in whole or in part with the
proceeds of the Bonds, and any additions
and accessions thereto, substitutions
therefor and replacements thereof,
including without limitation the Project
Equipment described in appendices to
the Agreement, as amended from time to time
in accordance herewith.
"Project
Realty" means the realty and other interests in the real
property
refinanced in whole or in part from the
proceeds of the Bonds, together with all
replacements, improvements, extensions,
substitutions, restorations and
additions thereto which are made pursuant
hereto including without limitation
the Project Realty described in appendices
to the Agreement, as amended from
time to time in accordance herewith.
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<PAGE>
Exhibit 4.25
"Purchase
Date" means the date or dates set for purchase of Tendered
Bonds
pursuant to Article II of this
Indenture.
"Purchase
Price" means the purchase price to be paid by the Paying Agent
for Bonds (including Purchased Bonds)
tendered for purchase pursuant to Article
II of this Indenture, which shall be the
principal amount thereof (plus interest
accrued from and including the last
occurring Interest Payment Date to and
excluding the date of such purchase unless
such purchase is made on an Interest
Payment Date with respect thereto).
"Purchased
Bond" means any Bond registered to the Liquidity Facility
Provider or its designee or nominee,
pursuant to Section 2.21 of this Indenture.
A Bond shall be a Purchased Bond only for
the actual period during which such
Bond is registered to the Liquidity
Facility Provider or its designee or
nominee. Purchased Bonds shall not be
subject to optional or mandatory tender
for purchase, but Purchased Bonds are
subject to redemption as provided
hereunder.
"Purchased
Bond Rate" means the rate per annum specified in a
Reimbursement Agreement and calculated from
time to time by the Liquidity
Facility Provider. Interest at the
Purchased Bond Rate shall be calculated on
the basis of a 360-day year of twelve
30-day months.
"Rate
Adjustment Date" means the date as of which the interest rate
determined for an Interest Mode shall be
effective; which during a Daily Mode
shall be each Business Day; during a Weekly
Mode shall be each Wednesday; during
a Flexible Mode shall be the Flexible Date
in each Flexible Period; and, during
a Fixed Mode, shall be the first day of
such Fixed Mode.
"Rate
Determination Date" means with respect to the Bonds, (i) for a
Daily
Mode, each Rate Adjustment Date, (ii) for a
Flexible Mode, the first Business
Day in a Flexible Period, (iii) for a
Weekly Mode each Wednesday or, if
Wednesday is not a Business Day, the
immediately preceding Business Day, and
(iv) for the Fixed Mode, the seventh (7th)
Business Day next preceding the Rate
Adjustment Date for such Fixed Mode.
"Rate
Period" means, with respect to any Bond, the period beginning on
a
Rate Adjustment Date with respect thereto
and the day preceding the next Rate
Adjustment Date with respect thereto or the
maturity date of the Bond,
inclusive.
"Rating
Agency" means each of Moody's, Fitch and Standard and Poor's,
and
its successors and assigns, but only if
such company is providing a rating on
any Bonds.
"Rebate
Fund" means the special trust fund so designated, established
pursuant to Section 5.1 hereof.
"Record
Date" means with respect to any Interest Payment Date:
(i) with
respect to Purchased Bonds and Bonds in a Daily Mode, Weekly
Mode
or Flexible Mode, the close of business on
the Business Day immediately
preceding each Interest Payment Date
(provided, however, that with respect to an
Interest Payment Date occurring on a date
when the Liquidity Facility Provider
acquires Purchased Bonds in accordance with
a
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<PAGE>
Exhibit 4.25
Reimbursement Agreement, the Record Date
for such Purchased Bonds for such
Interest Payment Date shall be such
Interest Payment Date).
(ii) with
respect to Fixed Rate Bonds, during the time commencing on the
Fixed Rate Date, the fifteenth day of the
month preceding each Interest Payment
Date.
"Redemption Account" means the special trust account of the Debt
Service
Fund so designated, established pursuant to
Section 5.3 hereof.
"Redemption Price" means, when used with respect to a Bond or a
portion
thereof, the principal amount of such Bond
or portion thereof plus the
applicable premium, if any, payable upon
redemption thereof pursuant to this
Indenture.
"Refunding
Fund" means the special trust fund so designated, established
pursuant to Section 5.1 hereof.
"Reimbursement Agreement" means, with respect to the Bonds, the
Reimbursement and Credit Agreement, dated
as of August 1, 2004, by and between
the Borrower and the Bank, and any other
reimbursement or credit agreement
entered into with a Substitute Credit
Facility Provider or a Substitute
Liquidity Facility Provider.
"Remarketing Agent" means, initially, A.G. Edwards & Sons,
Inc., or any
successor thereto.
"Remarketing Agreement" means the Remarketing Agreement, dated as
of
September 2, 2004, between the Remarketing
Agent and the Borrower, as the same
may be amended or supplemented from time to
time.
"Renewal
Fund" means the special trust fund so designated, established
pursuant to Section 5.1 hereof.
"Representation Letter" has the meaning given such term in Section
2.8
hereof.
"Revenues" means
(a) the Loan Payments, (b) all amounts payable to the
Trustee with respect to the principal of,
redemption premium, if any, or
interest on, the Bonds (1) by the Borrower
as required under the Agreement and
(2) upon deposit in the Debt Service Fund
from the proceeds of the Bonds and (c)
investment income with respect to any
moneys held by the Trustee in the
Refunding Fund, the Debt Service Fund and
the Renewal Fund. The term "Revenues"
does not include any moneys or investments
or investment income in the Rebate
Fund or the Tender Fund.
"Scheduled
Borrower Tender Date" means the date, which shall be an
Interest Payment Date, designated by the
Borrower in writing to the Trustee at
least forty-five (45) days prior to such
date, for the conversion to the Fixed
Mode of all of the Outstanding Bonds.
"S&P"
means Standard & Poor's Ratings Services, a division of McGraw
Hill,
Inc., a corporation organized and existing
under the laws of the State of New
York, its successors and their assigns,
and, if such corporation or division
shall be dissolved, eliminated,
reorganized, or
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<PAGE>
Exhibit 4.25
liquidated or shall no longer perform the
functions of a securities rating
agency, "S&P" shall be deemed to refer
to any other nationally recognized
securities rating agency designated by the
Authority, at the direction of the
Borrower, by notice to the Trustee and the
Borrower.
"Securities
Depository" means The Depository Trust Company, New York, New
York, or its nominee, and its successors
and assigns.
"Substitute Credit Facility" means a Credit Facility which is
issued by a
Substitute Credit Facility Provider, is
satisfactory to the Authority and the
Borrower and is delivered pursuant to
Section 3.11 of this Indenture. An
extension of the term of any existing
Credit Facility shall not be deemed to
constitute the delivery of a Substitute
Credit Facility.
"Substitute Credit Facility Provider" means the issuer of any
Substitute
Credit Facility.
"Substitute Liquidity Facility" means a Liquidity Facility which is
issued
by a Substitute Liquidity Facility
Provider, is satisfactory to the Authority
and the Borrower and is delivered pursuant
to Section 3.12 of this Indenture. An
extension of the term of any existing
Liquidity Facility shall not be deemed to
constitute the delivery of a Substitute
Liquidity Facility.
"Substitute Liquidity Facility Provider" means the issuer of
any
Substitute Liquidity Facility.
"Substitution Date" means a date, which shall be an Interest
Payment Date,
on which a Substitute Credit Facility is to
be substituted for the Credit
Facility in effect pursuant to Section 3.11
hereof or on which a Substitute
Liquidity Facility is to be substituted for
the Liquidity Facility in effect
pursuant to Section 3.12 hereof.
"State"
means the State of Connecticut.
"Supplemental Indenture" means any indenture supplemental hereto
or
amendatory hereof, adopted by the Authority
in accordance with Article X hereof.
"Tax
Incidence Date" means the date as of which interest on the
Bonds
becomes or became includable in the gross
income of the recipient thereof (other
than the Borrower or another substantial
user or related person) for federal
income tax purposes for any cause, as
determined by a Determination of
Taxability.
"Tax
Regulatory Agreement" means the Tax Regulatory Agreement, dated as
of
the date of initial issuance and delivery
of the Bonds, among the Authority, the
Borrower and the Trustee, and any
amendments and supplements thereto.
"Tender
Fund" means the Fund established pursuant to Section 2.19 of
this
Indenture.
"Tendered
Bonds" means Bonds tendered or deemed tendered for repurchase
pursuant to Article II of this
Indenture.
"Term",
when used with reference to the Agreement, means the term of
the
Agreement determined as provided in Article
III thereof.
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<PAGE>
Exhibit 4.25
"Termination Date" means any Credit Facility Termination Date and
any
Liquidity Facility Termination Date.
"Trustee"
means U.S. Bank National Association, and its successor or
successors hereafter appointed in the
manner provided in this Indenture.
"Undelivered Bonds" means those Bonds subject to mandatory tender
not
delivered to the Paying Agent on any
Purchase Date therefor.
"Variable
Mode" means an Interest Mode other than a Fixed Mode.
"Variable
Rate" means the rate of interest to be borne by Variable Rate
Bonds.
"Variable
Rate Bonds" means Bonds which bear interest at other than the
Fixed Rate.
"Weekly
Mode" means an Interest Mode in which the interest rate on the
Bonds in such Interest Mode is determined
in weekly intervals, as provided in
Section 2.3(E) of this Indenture.
SECTION 1.2. INTERPRETATION. (A) In this
Indenture:
(i) Any capitalized word or term used but not defined herein
shall
have the
meaning ascribed to such word or term in the Agreement or the
Tax
Regulatory
Agreement, as the case may be.
(ii) The terms "hereby", "hereof", "hereto", "herein",
"hereunder"
and any
similar terms, as used in this Indenture, refer to this
Indenture,
and the
term "hereafter" means after, and the term "heretofore" means
before,
the date of execution of this Indenture.
(iii) Words of the masculine gender mean and include
correlative
words of
the feminine and neuter genders and words importing the
singular
number
mean and include the plural number and vice versa.
(iv) Words importing persons include firms, associations,
partnerships (including limited partnerships), limited
liability
companies,
trusts, corporations and other legal entities, including public
bodies, as
well as natural persons.
(v) Any headings preceding the texts of the several Articles
and
Sections
of this Indenture, and any table of contents appended to copies
hereof,
shall be solely for convenience of reference and shall not
constitute
a part of this Indenture, nor shall they affect its meaning,
construction or effect.
(vi) All approvals, consents and acceptances required to be given
or
made by
any person or party hereunder shall be at the sole discretion
of
the party
whose approval, consent or acceptance is required.
(vii) This Indenture shall be governed by and construed in
accordance
with the applicable laws of the State.
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<PAGE>
Exhibit 4.25
(B)
Whenever the Authority is named or referred to, it shall be deemed
to
include its successors and assigns whether
so expressed or not. All of the
covenants, stipulations, obligations, and
agreements by or on behalf of, and
other provisions for the benefit of, the
Authority contained in this Indenture
shall bind and inure to the benefit of such
successors and assigns and shall
bind and inure to the benefit of any
officer, board, commission, authority,
agency or instrumentality to whom or to
which there shall be transferred by or
in accordance with law any right, power or
duty of the Authority, or of its
successors or assigns, the possession of
which is necessary or appropriate in
order to comply with any such covenants,
stipulations, obligations, agreements
or other provisions hereof.
(C) If any
one or more of the covenants or agreements provided herein on
the part of the Authority, the Trustee, the
Tender Agent, the Remarketing Agent
or any Paying Agent to be performed should
be contrary to law, then such
covenant or covenants or agreement or
agreements, shall be deemed separable from
the remaining covenants and agreements
hereof, and shall in no way affect the
validity of the other provisions of this
Indenture or of the Bonds.
(D) All
approvals, consents and actions of the Trustee under this
Indenture, the Bonds and the Financing
Documents may be given or withheld or
taken or not taken in accordance with the
direction of the owners of not less
than 51% of the principal amount of the
Outstanding Bonds or the Credit Facility
Provider as provided herein.
(E) If the
Paying Agent shall be removed and the duties and obligations of
such Paying Agent discharged pursuant to
Section 9.10 hereof, then each and
every such duty and obligation to be
performed by such Paying Agent set forth
herein and in the Financing Documents shall
be performed to the same extent and
in the same manner by the Trustee, and each
and every reference herein and in
the Financing Documents to the Paying Agent
shall refer to and shall be deemed
to refer to the Trustee unless a successor
Paying Agent shall have been
appointed.
(F) For
purposes hereof the Trustee shall not be deemed to have
knowledge
or actual knowledge of any fact or the
occurrence of any event unless and until
an officer of the Trustee's corporate trust
administration department has
written notice thereof.
(G) In the
event of any solicitation of consents from and voting by owners
of the Bonds, the Trustee shall establish a
record date for such purposes and
give DTC notice of such record date not
less than fifteen calendar days in
advance of such record date to the extent
possible.
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<PAGE>
Exhibit 4.25
ARTICLE II
AUTHORIZATION, TERMS AND ISSUANCE OF BONDS
SECTION
2.1. AUTHORIZATION FOR INDENTURE. This Indenture is made and
entered into by virtue of and pursuant to
the provisions of the Act. The
Authority has ascertained and hereby
determines and declares that the execution
and delivery of this Indenture is necessary
to carry out the powers and duties
expressly provided by the Act, that each
and every act, matter, thing or course
of conduct as to which provision is made
herein is necessary or convenient in
order to carry out and effectuate the
purposes of the Authority in accordance
with the Act and to carry out powers
expressly given thereby, and that each and
every covenant or agreement herein
contained and made is necessary, useful or
convenient in order to better secure the
Bonds and necessary, useful or
convenient to carry out and effectuate its
corporate purposes under the Act.
SECTION
2.2. AUTHORIZATION AND OBLIGATION OF BONDS. (A) Bonds of the
Authority issued hereunder, each to be
entitled Water Facilities Refunding
Revenue Bonds (The Connecticut Water
Company Project - 2004A Series), shall be
subject to the terms, conditions and
limitations established herein. No Bonds
may be authenticated and delivered except
in accordance with this Article.
(B) All
Bonds shall be entitled to the benefit of the continuing pledge
and lien created by this Indenture to
secure the full and final payment of the
principal or Redemption Price, if any,
thereof and the interest thereon and all
other amounts due under the Financing
Documents. The Bonds shall be special
obligations of the Authority, payable
solely out of the revenues or other
receipts, funds or moneys pledged therefor
pursuant to this Indenture and from
any amounts otherwise available under this
Indenture for the payment of the
Bonds. Neither the State nor any
municipality thereof shall be obligated to pay
the principal or Redemption Price, if any,
of or the interest on the Bonds and
neither the faith and credit nor the taxing
power of the State or any
municipality thereof is pledged to pay such
principal, Redemption Price or
interest. The Bonds shall never constitute
a debt or liability of the State or
any municipality thereof or bonds issued or
guaranteed by the State or any
municipality thereof within the meaning of
any constitutional or statutory
limitation.
SECTION
2.3. ISSUANCE AND TERMS OF THE BONDS; INTEREST RATES AND
INTEREST
PAYMENT PROVISIONS. (A) There shall be
issued under and secured by this
Indenture a series of Bonds to be
designated Water Facilities Refunding Revenue
Bonds (The Connecticut Water Company
Project - 2004A Series) in the principal
amount of $5,000,000. The Bonds shall be
issuable in fully registered form
without coupons and shall be dated their
date of issuance and delivery and shall
mature on July 1, 2028. The Bonds will bear
interest as provided in this Section
and in the Bonds; provided, however, that
in no event will the interest rate on
the Bonds exceed the Maximum Rate. Bonds
shall bear interest at the applicable
Variable Rate or the Fixed Rate, as
hereinafter set forth. The Variable Rate
shall be computed upon the basis of a
365-day or 366-day year for the actual
number of days elapsed. The Fixed Rate
shall be computed upon the basis of a
360-day year consisting of twelve 30-day
months.
(B) The
Bonds (except Purchased Bonds) shall initially bear interest in
the Weekly Mode as determined by the
Remarketing Agent.
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<PAGE>
Exhibit 4.25
(C) The
interest rate for Bonds (other than Purchased Bonds) in a
Flexible
Mode shall be determined in the following
manner. No later than 12:30 p.m., New
York City time, on each Flexible Date
(except any Flexible Date that is an
Interest Mode Adjustment Date on which such
Bonds shall no longer be in a
Flexible Mode), the Remarketing Agent shall
determine the Flexible Rate for each
applicable Flexible Period of the Flexible
Mode and shall make the Flexible Rate
available to any Bondholder who makes
telephonic request therefor. On or before
12:30 p.m., New York City time, on the Rate
Determination Date for each Flexible
Period, the Borrower shall determine the
length of such Flexible Period, and the
Bonds to which such Flexible Period shall
apply; provided, however, that no
Flexible Period shall extend beyond an
Expiration Date. The interest rate
determined shall be effective on the
applicable Rate Adjustment Date for such
Bonds. Except when the Bonds are in a
Book-Entry Only System pursuant to Section
2.8, promptly following determination of
the Flexible Rate, the Trustee shall
direct the Paying Agent to, and the Paying
Agent shall, mail notice of the
Flexible Rate for such Flexible Period and
the length of such Flexible Period to
the Holders of the Bonds in the Flexible
Mode. When Bonds are in a Flexible
Mode, different Bonds in said Flexible Mode
may bear interest at different
Flexible Rates and have different Flexible
Periods. All Bonds whose Flexible
Periods commence on a given Flexible Date
and which have equal Flexible Periods
shall bear interest at the same rate.
(D) The
interest rate for Bonds (other than Purchased Bonds) in a Daily
Mode shall be determined in the following
manner. On each Business Day while
Bonds are in a Daily Mode the Remarketing
Agent shall determine on or before
10:30 a.m., New York City time, the
interest rate which the Bonds should bear
for such day. With respect to any day that
is not a Business Day, such interest
rate shall be the same rate as the interest
rate established for the immediately
preceding Business Day with respect to such
Bonds unless such Remarketing Agent,
the Liquidity Facility Provider and the
Paying Agent are open for business on
such non-Business Day, and such Remarketing
Agent determines a rate for such
non-Business Day, in which case the Bonds
shall bear the rate so determined by
such Remarketing Agent. Except when the
Bonds are in a Book-Entry Only System
pursuant to Section 2.8, promptly following
determination of such interest rate,
the Trustee shall direct the Paying Agent
to, and the Paying Agent shall, mail
to each Bondholder, within seven (7)
Business Days after each Interest Payment
Date as to Bonds in a Daily Mode, a written
statement showing the interest rate
for each day of such Daily Mode during the
preceding Interest Period.
(E) The
interest rate for Bonds (other than Purchased Bonds) in a
Weekly
Mode shall be determined in the following
manner. At or before 10:00 a.m., New
York City time, on each Rate Determination
Date for such Weekly Mode, the
Remarketing Agent shall determine the
interest rate which such Bonds shall bear
during such Rate Period. The interest rate
so determined shall be effective on
the next Rate Adjustment Date, or if the
Rate Determination Date is a Rate
Adjustment Date, such Rate Adjustment Date.
Except when the Bonds are in a
Book-Entry Only System pursuant to Section
2.8, promptly following determination
of such interest rate, the Trustee shall
direct the Paying Agent to, and the
Paying Agent shall mail, to each Bondholder
within seven (7) Business Days after
each Interest Payment Date as to Bonds in a
Weekly Mode, a written statement
showing the interest rates for such Bonds
during the preceding Interest Period.
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<PAGE>
Exhibit 4.25
(F) The
interest rate to be determined by a Remarketing Agent on a Rate
Determination Date for Bonds in a
particular Interest Mode as provided in
Sections 2.3(C) through (E), inclusive,
shall be the lowest interest rate which,
if borne by such Bonds throughout the
following Rate Period, would, in the best
business judgment of such Remarketing
Agent, having due regard for the
prevailing financial market conditions for
tax-exempt bonds or other securities
the interest on which is excluded from
gross income for federal income tax
purposes and of the same general nature as
such Bonds or securities the interest
on which is excluded from gross income for
federal income tax purposes and which
are comparable as to credit ratings and
maturity (or period for tender) with the
credit ratings and maturity (or period for
tender) of such Bonds, be the lowest
interest rate which would enable such
Remarketing Agent to place such Bonds at a
price of par (plus accrued interest, if
any) on the Rate Adjustment Date.
(G) If for
any reason the interest rate for Bonds is not or cannot be
established as provided in the preceding
paragraphs (including, without
limitation, in connection with a conversion
to the Weekly Mode as described in
Sections 2.4(E) and 2.5(D)), or is held
invalid or unenforceable by a court of
law, the Bonds (other than Purchased Bonds
or Fixed Rate Bonds) shall
immediately convert to the Weekly Mode, and
so long as such condition exists,
the interest rate shall be the lesser of
(i) one hundred percent (100%) of the
"Weekly High Grade Market Index" comprised
of seven-day variable rate demand
notes published by Municipal Market Data
or, in the event that such index is not
available, a comparable index or
publication of national recognition, as
selected by the Remarketing Agent, of bonds
or notes similar to the Bonds being
priced in terms of security,
creditworthiness, term and tender privilege which
will permit the Bonds to be sold at a
purchase price (excluding accrued
interest) equal to their principal amount,
or (ii) the Maximum Rate.
(H) On
each Rate Determination Date, the Remarketing Agent shall give
the
Authority, the Borrower, the Trustee, the
Paying Agent, the Credit Facility
Provider and the Liquidity Facility
Provider telephonic, facsimile or email
notice, to be followed by written notice,
of the interest rate or rates,
determined by such Remarketing Agent on
such date, except that during a Daily
Mode such telephonic notice need not be
given unless the interest rate so
determined is different from the interest
rate for the preceding Rate Period.
One day prior to the Rate Determination
Date, the Borrower shall give telephonic
notice to the Remarketing Agent of the
length of the Flexible Period or Periods
and the amount of Bonds to which such
Flexible Period is applicable, and the
Remarketing Agent shall give telephonic
notice, to be followed by written notice
of such information to the Authority, the
Trustee, the Paying Agent, the Credit
Facility Provider and the Liquidity
Facility Provider on the Rate Determination
Date. Any person entitled to receive
telephonic notice under this paragraph may
waive or modify its right to such
notice.
(I) Each
determination of the interest rate for the Bonds, as provided
herein, shall be conclusive and binding
upon the Bondholders, the Authority, the
Borrower, the Remarketing Agent, the Credit
Facility Provider, the Liquidity
Facility Provider, the Paying Agent and the
Trustee. Upon request, a Remarketing
Agent shall give the Authority, the
Borrower, the Trustee, the Credit Facility
Provider, the Liquidity Facility Provider,
the Paying Agent, or any Bondholder
telephonic notice of the interest rate on
the Bonds at any time.
-41-
<PAGE>
Exhibit 4.25
(J)
Purchased Bonds shall bear interest at the Purchased Bond Rate
as
provided in the Reimbursement Agreement for
each day from and including the date
that the Bond becomes a Purchased Bond to
the date such Bond is paid in full or
remarketed. Interest on the Purchased Bonds
shall be payable at the Purchased
Bond Rate. The Purchased Bond Rate shall be
supplied by the Liquidity Facility
Provider to the Trustee. Notwithstanding
anything herein to the contrary, only
the Liquidity Facility Provider, its
designee or nominee, or any Holder to whom
a Liquidity Facility Provider has sold
Purchased Bonds pursuant to the
Reimbursement Agreement may receive
interest on any Bonds at the Purchased Bond
Rate. Any Purchased Bonds that are
successfully remarketed by the Remarketing
Agent shall cease being Purchased Bonds and
shall bear interest at the rate
determined at the time of such remarketing
in accordance with this Section 2.3.
SECTION
2.4. CHANGES IN INTEREST MODES. (A) Subject to the provisions
of
this Section, the B
