LOAN AGREEMENT

Loan Agreement

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CONNECTICUT WATER SERVICE | CONNECTICUT DEVELOPMENT AUTHORITY | THE CONNECTICUT WATER COMPANY

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Title: LOAN AGREEMENT
Governing Law: Connecticut Date: 11/9/2004
Industry: Water Utilities Sector: Utilities

LOAN AGREEMENT
, Parties: connecticut water service , connecticut development authority , the connecticut water company

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Exhibit 4.28

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CONNECTICUT DEVELOPMENT AUTHORITY

AND

THE CONNECTICUT WATER COMPANY

------------------

LOAN AGREEMENT

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DATED AS OF AUGUST 1, 2004

CONNECTICUT DEVELOPMENT AUTHORITY

$4,550,000 WATER FACILITIES REFUNDING REVENUE BONDS

(THE CONNECTICUT WATER COMPANY PROJECT - 2004B SERIES)

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Exhibit 4.28

TABLE OF CONTENTS

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Page

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PREAMBLE......................................................................................................... 1

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions...................................................................................... 4

Section 1.2. Interpretation................................................................................... 11

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations by the Authority................................................................. 13

Section 2.2. Representations by the Borrower.................................................................. 14

ARTICLE III

THE LOAN

Section 3.1. Loan Clauses..................................................................................... 17

Section 3.2. Other Amounts Payable............................................................................ 18

Section 3.3. Manner of Payment................................................................................ 18

Section 3.4. Obligation Unconditional......................................................................... 18

Section 3.5. Securities Clauses............................................................................... 19

Section 3.6. Issuance of Bonds................................................................................ 19

Section 3.7. Effective Date and Term.......................................................................... 19

Section 3.8. Interest Rate Determination Method............................................................... 19

Section 3.9. No Additional Bonds.............................................................................. 19

ARTICLE IV

THE PROJECT

Section 4.1. Completion of the Project........................................................................ 20

Section 4.2. Borrower Contribution............................................................................ 20

Section 4.3. No Warranty Regarding Condition, Suitability or Cost of Project.................................. 20

Section 4.4. Taxes............................................................................................ 20

Section 4.5. Insurance........................................................................................ 21

Section 4.6. Compliance with Law.............................................................................. 22

Section 4.7. Maintenance and Repair........................................................................... 22

Section 4.8. Disposition of Project Realty by Borrower........................................................ 22

Section 4.9. Leasing of the Project Realty and the Project Equipment.......................................... 22

Section 4.10. Project Equipment............................................................................... 23

ARTICLE V

CONDEMNATION DAMAGE AND DESTRUCTION

Section 5.1. No Abatement of Payments Hereunder............................................................... 24

Section 5.2. Project Disposition Upon Condemnation, Damage or Destruction..................................... 24

Section 5.3. Application of Net Proceeds of Insurance or Condemnation......................................... 24

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Exhibit 4.28

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ARTICLE VI

COVENANTS

Section 6.1. The Borrower to Maintain its Corporate Existence; Conditions under which Exceptions Permitted.... 26

Section 6.2. Indemnification, Payment of Expenses, and Advances............................................... 26

Section 6.3. Incorporation of Tax Regulatory Agreement; Payments Upon Taxability.............................. 29

Section 6.4. Public Purpose Covenants......................................................................... 29

Section 6.5. Further Assurances and Corrective Instruments.................................................... 30

Section 6.6. Covenant by Borrower as to Compliance with Indenture............................................. 30

Section 6.7. Assignment of Agreement or Note.................................................................. 30

Section 6.8. Inspection....................................................................................... 30

Section 6.9. Default Notification............................................................................. 30

Section 6.10. Covenant Against Discrimination................................................................. 31

Section 6.11. Covenant to Provide Disclosure.................................................................. 31

Section 6.12. Covenant Against Issuing Additional Debt Secured by the Mortgage................................ 31

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1. Events of Default................................................................................ 32

Section 7.2. Remedies on Default.............................................................................. 33

Section 7.3. Remedies on Public Purpose Default............................................................... 33

Section 7.4. No Duty to Mitigate Damages...................................................................... 35

Section 7.5. Remedies Cumulative.............................................................................. 35

ARTICLE VIII

PREPAYMENT PROVISIONS

Section 8.1. Optional Prepayment.............................................................................. 36

Section 8.2. Notices and Sources of Prepayment................................................................ 37

Section 8.3. Mandatory Prepayment on Taxability............................................................... 37

ARTICLE IX

CREDIT FACILITY; LIQUIDITY FACILITY

Section 9.1. Substitute Credit Facility....................................................................... 38

Section 9.2. Substitute Liquidity Facility.................................................................... 38

ARTICLE X

GENERAL

Section 10.1. Indenture....................................................................................... 40

Section 10.2. Benefit of and Enforcement by Credit Facility Provider and Bondholders.......................... 40

Section 10.3. Force Majeure................................................................................... 40

Section 10.4. Amendments...................................................................................... 41

Section 10.5. Notices......................................................................................... 41

Section 10.6. Prior Agreements Superseded..................................................................... 41

Section 10.7. Execution of Counterparts....................................................................... 41

Section 10.8. Time............................................................................................ 41

Section 10.9. Separability of Invalid Provisions.............................................................. 41

Section 10.10. Third Party Beneficiaries...................................................................... 41

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Exhibit 4.28

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Section 10.11. Governing Law.................................................................................. 42

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APPENDICES

Appendix A - Form of Promissory Note

Appendix B - Description of Project Realty and Project Equipment

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Exhibit 4.28

CONNECTICUT DEVELOPMENT AUTHORITY

THE CONNECTICUT WATER COMPANY

LOAN AGREEMENT

THIS LOAN AGREEMENT, 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 THE CONNECTICUT WATER COMPANY, a corporation organized and existing under

the laws of the State of Connecticut,

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

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Exhibit 4.28

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

WHEREAS, the Authority has heretofore issued and sold $4,550,000 of its

Water Facilities Refunding Revenue Bonds (The Connecticut Water Company Project

- 1993B Series) (all of which were outstanding as of the date of this Loan

Agreement) (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 - 1979 Series) (the "1979 Bonds"), 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 June 18, 2003

authorized the issuance of $4,550,000 principal amount of its Water Facilities

Refunding Revenue Bonds (The Connecticut Water Company Project - 2004B Series)

for the purpose of refunding in full the Prior Obligations; and

WHEREAS, pursuant to such resolution the Bonds (as hereinafter defined)

are to be secured by an Indenture of Trust of even date herewith, by and between

the Authority and U.S. Bank National Association, as Trustee; and

WHEREAS, the Bonds shall be special obligations of the Authority, payable

solely from the revenues or other receipts, funds or monies to be derived by the

Authority under this Agreement or the Indenture and from any amounts otherwise

available under the Indenture for the payment of the Bonds; and

WHEREAS, the Authority proposes with the proceeds of the Bonds to make a

loan to the Borrower and the Borrower proposes to borrow such proceeds from the

Authority for the purpose of refunding the Prior Obligations issued by the

Authority to refund the 1979 Bonds, which 1979 Bonds were issued to finance the

acquisition, construction and installation of the Project; and

WHEREAS, the Borrower acknowledges that the Authority is providing

refinancing for the Project in furtherance of the Authority's corporate purposes

under the Act, that the accomplishment of these purposes is dependent upon the

compliance of the Borrower with its covenants contained in this Agreement, that

the Authority has a resulting interest in the Project, and that the Borrower's

use of and interest in the Project as provided hereby are in furtherance of the

discharge of a public purpose; and

WHEREAS, the Connecticut Department of Public Utility Control (the "DPUC")

has approved the issuance of the Note;

NOW, THEREFORE, in consideration of the premises and of the mutual

representations, covenants and agreements herein set forth, the Authority and

the Borrower, each binding itself, its successors and assigns, do mutually

promise, covenant and agree as follows (provided that in the performance of the

agreements of the Authority herein contained, any obligation it may incur for

the payment of money shall not be an obligation, debt or liability of the State

or any municipality thereof and neither the State nor any municipality thereof

shall be liable on any obligation so incurred, but any such obligation shall be

payable solely out of the

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Exhibit 4.28

revenues or other receipts, funds or monies to be derived by the Authority under

this Agreement or the Indenture and from any amounts otherwise available under

the Indenture for the payment of the Bonds):

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Exhibit 4.28

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. DEFINITIONS. For the purposes of this Agreement, the

following words and terms shall have the respective meanings set forth as

follows, and any capitalized word or term used but not defined herein is used as

defined in the Indenture:

"Act" means the State Commerce Act, constituting Connecticut General

Statutes, Sections 32-la through 32-23zz, as amended.

"Agreement" means this Loan Agreement and any amendments and supplements

hereto.

"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 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 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 of the

Indenture. If any person claims to the Trustee to be a Beneficial Owner, for

purposes of Section 2.9(C) of the Indenture, 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 $4,550,000 Water Facilities Refunding Revenue Bonds (The

Connecticut Water Company Project - 2004B Series) authorized and issued pursuant

to Section 2.3 of the Indenture.

"Bond Counsel" means Winston & Strawn LLP or such other nationally

recognized bond counsel selected by the Authority and reasonably satisfactory to

the Borrower and the Trustee.

"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 hereof.

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Exhibit 4.28

"Borrower Bonds" means Bonds that have been purchased by the Borrower in

accordance with Section 3.1(E) of this 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.

"Code" means the Internal Revenue Code of 1986, as amended and regulations

promulgated thereunder.

"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 the 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 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

the Indenture.

"Debt Service Fund" means the special trust fund so designated,

established pursuant to Section 5.1 of the Indenture.

"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.

"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 and (provided the Borrower has been afforded the opportunity to

participate at its own expense in all appeals and proceedings to which such

owner of the Bonds is a party relating to such assessment and demand for

payment) the expiration of the appeal period provided therein if no appeal is

taken or, if an appeal is taken by such owner as provided in Section 6.3 of this

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 any Bonds is includable in the gross income for

federal income tax purposes (other than for purposes of any 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, the term owner means the Beneficial Owner of the Bonds so long as

the Book-Entry System is in effect.

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Exhibit 4.28

"DPUC" means the State Department of Public Utilities Control.

"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 Default" means an Event of Default as defined in subsection 7.1

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.

"Financing Documents" (1) when used with respect to the Borrower, means

this 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.

"Indenture" means the Indenture of Trust relating to the Bonds, of even

date herewith, by and between the Authority and the Trustee, together with all

indentures supplemental thereto made and entered into in accordance therewith.

"Initial Credit Facility Provider" means the Bank.

"Initial Liquidity Facility Provider" means the Bank.

"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 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 (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 the Indenture; and

(v) with respect to Fixed Rate Bonds, March 1 and September

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Exhibit 4.28

1, commencing on the March 1 or September 1 next following the Fixed Rate Date,

and the dates of redemption or maturity 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, and any

Substitute Liquidity Facility then in effect delivered pursuant to Section 3.12

of the 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.

"Moody's" means Moody's Investors Services, 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.

"Net Proceeds" when used with respect to any insurance or condemnation

award, means the gross proceeds from such award less all expenses (including

attorney's fees and expenses and any extraordinary expenses) incurred by the

Trustee in the collection thereof.

"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

this Agreement, and any amendments or supplements made in conformity with this

Agreement and the Indenture.

"Outstanding", when used with reference to a Bond or Bonds, as of any

particular date, means all Bonds which have been authenticated and delivered

under the Indenture, except:

(1) any Bonds canceled 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:

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Exhibit 4.28

(a) monies 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 monies to such

payment on the date so specified; or

(b) obligations of the kind described in Section 12.1 of the

Indenture in such principal amounts, of such maturities, bearing

such interest and otherwise having such terms and qualifications as

shall be necessary to provide monies 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 date shall

be specified in irrevocable instructions given to the Trustee to

apply such obligations to such payment on the date so specified; or

(3) Bonds in exchange for or in lieu of which other Bonds shall have

been authenticated and delivered under Article III of the Indenture; and

(4) any Bond deemed to have been paid as provided in Section 12.1 of

the Indenture.

"Paying Agent" means any paying agent for the Bonds appointed pursuant to

Section 9.10 of the Indenture (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 with the Indenture.

"Permitted Encumbrances" mean, as of any particular date, (i) the lien of

the Mortgage, (ii) liens and encumbrances permitted by the Mortgage, (iii) liens

for taxes not yet due and payable, (iv) any lien created by this Agreement and

the Indenture, (v) utility, access and other easements and rights-of-way, that

will not interfere with or impair the value or use of the Project as herein

provided, (vi) any mechanic's, laborer's, materialman's, supplier's or vendor's

lien or right in respect thereof if payment is not yet due and payable and for

which statutory lien rights exist, (vii) such minor defects, irregularities,

easements, and rights-of- way (including agreements with any railroad the

purpose of which is to service the railroad siding) as normally exist with

respect to property similar in character to the Project and which do not

materially impair the value or use of the property affected thereby for the

purpose for which it was acquired hereunder, and (viii) any mortgage, lien,

security interest or other encumbrance to which the Authority and the Credit

Facility Provider may consent as provided in Section 4.8 hereof.

"Principal User" means any principal user of the Project within the

meaning of Section 144(a)(2)(B) of the Code, including without limitation any

person who is a greater-than-10-percent-owner (or if none, the person(s) who

holds the largest ownership interest in the Project), lessee or user of more

than 10% of the Project measured either by occupiable space or fair rental value

under any formal or informal agreement or, under the particular facts and

circumstances, anyone who is a principal customer of the Project. The term

"principal

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Exhibit 4.28

customer" means any person, who purchases output of the Project under a contract

if the percentage of output taken or to be taken by such person, multiplied by a

fraction the numerator of which is the term of such contract and the denominator

of which is the economic life of the Project, exceeds 10%. In the case of a

person who purchases output of an electric or thermal energy, gas, water or

other similar facility, such person is a principal customer if the total output

purchased by such person during any one year period beginning with the date the

facility is placed in service is more than 10 percent of the facility's output

during each such period. Co-owners or co-lessees who are shareholders in a

corporation or who are collectively treated as a partnership subject to

subchapter K under section 761(a) of the Code are not treated as Principal Users

merely by reason of their ownership of corporate or partnership interests.

"Prior Obligations" means the $4,550,000 aggregate principal amount of the

Authority's Water Facilities Refunding Revenue Bonds (The Connecticut Water

Company Project - 1993B 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 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 the appendices hereto, as amended from time

to time in accordance with this 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 Appendix B

hereto, 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 Appendix B, as amended from time to time in

accordance herewith.

"Purchase Date" means the date or dates set for purchase of Tendered Bonds

pursuant to Article II of the 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 the Indenture, which shall be the principal amount thereof (unless such

purchase is made on an Interest Payment Date, plus interest accrued from and

including the last occurring Interest Payment Date to and excluding the date of

such purchase).

"Purchased Bond" means any Bond registered to the Liquidity Facility

Provider or its designee or nominee, pursuant to Section 2.21 of the Indenture.

A Bond shall be a Purchased Bond only for the actual period during which such

Bond is registered to the Liquidity Facility

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Exhibit 4.28

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 the Indenture.

"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 the

Indenture.

"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.

"Related Person" means, with respect to any Principal User, a person which

is a related person (as defined in Section 144(a)(3) of the Code, and by

reference to Sections 267, 707(b) and 1563(a) of the Code, except that 50% is to

be substituted for 80% in Section 1563(a)).

"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 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.

"State" means the State of Connecticut.

"Substantial User" means any substantial user of the Project within the

meaning of Section 147(a) of the Code.

"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 the 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 the 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.

"Supplemental Indenture" means any indenture supplemental to the Indenture

or amendatory of the Indenture, adopted by the Authority in accordance with

Article X of the Indenture.

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Exhibit 4.28

"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 the

Indenture.

"Term", when used with reference to this Agreement, means the term of this

Agreement determined as provided in Article III hereof.

"Trustee" means U.S. Bank National Association, and its successor or

successors hereafter appointed in the manner provided in the Indenture.

SECTION 1.2. INTERPRETATION. In this Agreement:

(1) The terms "hereby", "hereof", "hereto", "herein", "hereunder"

and any similar terms, as used in this Agreement, refer to this Agreement,

and the term "hereafter" means after, and the term "heretofore" means

before, the date of this Agreement.

(2) 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.

(3) Words importing persons include firms, associations,

partnerships (including limited partnerships), trusts, corporations and

other legal entities, including public bodies, as well as natural persons.

(4) Any headings preceding the texts of the several Articles and

Sections of this Agreement, and any table of contents appended to copies

hereof, shall be solely for convenience of reference and shall not

constitute a part of this Agreement, nor shall they affect its meaning,

construction or effect.

(5) Nothing contained in this Agreement shall be construed to cause

the Borrower to become the agent for the Authority or the Trustee for any

purpose whatsoever, nor shall the Authority or the Trustee be responsible

for any shortage, discrepancy, damage, loss or destruction of any part of

the Project wherever located or for whatever cause.

(6) 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.

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Exhibit 4.28

(7) All notices to be given hereunder shall be given in writing

within a reasonable time unless otherwise specifically provided.

(8) If any provision of this Agreement shall be ruled invalid by any

court of competent jurisdiction, the invalidity of such provision shall

not affect any of the remaining provisions hereof.

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Exhibit 4.28

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1. REPRESENTATIONS BY THE AUTHORITY.

The Authority represents and warrants that:

(1) It is a body corporate and politic constituting a public

instrumentality and political subdivision of the State, duly organized and

existing under the laws of the State including the Act. The Authority is

authorized to issue the Bonds in accordance with the Act and to use the

proceeds thereof to refund in full the Prior Obligations and refinance the

Project.

(2) The Authority has complied with the provisions of the Act and

has full power and authority pursuant to the Act to consummate all

transactions contemplated by the Bonds, the Indenture and the Financing

Documents.

(3) By resolution duly adopted by the Authority and still in full

force and effect, the Authority has authorized the execution, delivery and

due performance of the Bonds, the Indenture and the Financing Documents,

and the taking of any and all action as may be required on the part of the

Authority to carry out, give effect to and consummate the transactions

contemplated by this Agreement and the Indenture, and all approvals

necessary in connection with the foregoing have been received.

(4) The Bonds have been duly authorized, executed, authenticated,

issued and delivered, constitute valid and binding special obligations of

the Authority payable solely from revenues or other receipts, funds or

monies pledged therefor under the Indenture and from any amounts otherwise

available under the Indenture, and are entitled to the benefit of the

Indenture. Neither the State nor any municipality thereof is obligated to

pay the Bonds or the interest thereon. Neither the faith and credit nor

the taxing power of the State nor any municipality thereof is pledged for

the payment of the principal, and premium, if any, of and interest on the

Bonds.

(5) The execution and delivery of the Bonds, the Indenture and the

Financing Documents and compliance with the provisions thereof, will not

conflict with or constitute on the part of the Authority a violation of,

breach of or default under its by-laws or any statute, indenture,

mortgage, deed of trust, note agreement or other agreement or instrument

to which the Authority is a party or by which the Authority is bound, or,

to the knowledge of the Authority, any order, rule or regulation of any

court or governmental agency or body having jurisdiction over the

Authority or any of its activities or properties, and all consents,

approvals, authorizations and orders of governmental or regulatory

authorities which are required for the consummation by the Authority of

the transactions contemplated thereby have been obtained.

(6) Subject to the provisions of this Agreement and the Indenture,

the Authority will apply the proceeds of the Bonds to the purposes

specified in the Indenture and the Financing Documents.

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Exhibit 4.28

(7) There is no action, suit, proceeding or investigation at law or

in equity before or by any court, public board or body pending or

threatened against or affecting the Authority, or to the best knowledge of

the Authority, any basis therefor, wherein an unfavorable decision, ruling

or finding would adversely affect the transactions contemplated hereby or

by the Indenture, or which, in any way, would adversely affect the

validity of the Bonds, or the validity of or enforceability of the

Indenture or the Financing Documents, or any agreement or instrument to

which the Authority is a party and which is used or contemplated for use

in consummation of the transactions contemplated hereby and by the

Indenture.

(8) It has not made any commitment or taken any action which will

result in a valid claim for any finders or similar fees or commitments in

respect of the transactions contemplated by this Agreement.

(9) The representations of the Authority set forth in the Tax

Regulatory Agreement are by this reference incorporated in this Agreement

as though fully set forth herein.

SECTION 2.2. REPRESENTATIONS BY THE BORROWER.

The Borrower represents and warrants that:

(1) The Borrower has been duly incorporated and validly exists as a

corporation under the laws of the State of Connecticut, is not in

violation of any provision of its certificate of incorporation or its

by-laws, has corporate power to enter into and perform the Financing

Documents, and by proper corporate action has duly authorized the

execution and delivery of the Financing Documents.

(2) The Financing Documents constitute valid and legally binding

obligations of the Borrower, enforceable in accordance with their

respective terms, except to the extent that such enforceability may be

limited by bankruptcy or insolvency or other laws affecting creditors'

rights generally or by general principles of equity.

(3) Neither the execution and delivery of the Financing Documents,

the consummation of the transactions contemplated thereby, nor the

fulfillment by the Borrower of or compliance by the Borrower with the

terms and conditions thereof is prevented or limited by or conflicts with

or results in a breach of, or default under the terms, conditions or

provisions of any contractual or other restriction of the Borrower,

evidence of its indebtedness or agreement or instrument of whatever nature

to which the Borrower is now a party or by which it is bound, or

constitutes a material default under any of the foregoing. No event has

occurred and no condition exists which, upon the execution and delivery of

any Financing Documents, constitutes an Event of Default hereunder or an

Event of Default thereunder or, but for the lapse of time or the giving of

notice, would constitute an Event of Default hereunder or an Event of

Default thereunder.

(4) There is no action or proceeding pending or, to the knowledge of

the Borrower, threatened against the Borrower before any court,

administrative agency or arbitration board that may materially and

adversely affect the ability of the Borrower to

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Exhibit 4.28

perform its obligations under the Financing Documents and all

authorizations, consents and approvals of governmental bodies or agencies

required in connection with the execution and delivery of the Financing

Documents and in connection with the performance of the Borrower's

obligations hereunder or thereunder have been obtained.

(5) The execution, delivery and performance of the Financing

Documents and any other instrument delivered by the Borrower pursuant to

the terms hereof or thereof are within the corporate powers of the

Borrower and have been duly authorized and approved by the board of

directors of the Borrower and are not in contravention of law or of the

Borrower's certificate of incorporation or by-laws, as amended to date, or

of any undertaking or agreement to which the Borrower is a party or by

which it is bound.

(6) The Borrower represents that it has not made any commitment or

taken any action which will result in a valid claim for any finders' or

similar fees or commitments in respect of the transactions described in

this Agreement other than the fees to various parties to the transactions

contemplated hereby which have been heretofore paid or provided.

(7) The Project is included within the definition of a "project" in

the Act. The Borrower intends the Project to continue to be an authorized

project under the Act during the Term of this Agreement.

(8) All amounts shown in Schedule D of the Tax Regulatory Agreement

are eligible costs of a project financed by bonds issued by the Authority

under the Act, and may be refinanced by amounts in the Refunding Fund

under the Indenture. None of the proceeds of the Bonds will be used

directly or indirectly as working capital or to finance inventory.

(9) The Project is in material compliance with all applicable

federal, State and local laws and ordinances (including rules and

regulations) relating to zoning, building, safety and environmental

quality.

(10) The availability of financial assistance from the Authority,

among other factors, has induced the Borrower to locate the Project in the

State. The Borrower does not presently intend to lease the Project.

(11) The Borrower will not take or omit to take any action which

action or omission will in any way cause the proceeds of the Bonds to be

applied in a manner contrary to that provided in the Indenture and the

Financing Documents as in force from time to time.

(12) The Borrower has not taken and will not take any action and

knows of no action that any other person, firm or corporation has taken or

intends to take, which would cause interest on the Bonds to be includable

in the gross income of the recipients thereof for federal income tax

purposes. The representations, certifications and statements of reasonable

expectation made by the Borrower in the Tax Regulatory Agreement and

relating to Project description, composite issues, bond maturity and

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Exhibit 4.28

average asset economic life, use of Bond proceeds, arbitrage and related

matters are hereby incorporated by this reference as though fully set

forth herein.

(13) The Borrower has good and marketable title in fee simple to the

Project Realty subject only to Permitted Encumbrances and to

irregularities or defects in title which may exist which do not materially

impair the use of such properties in the Borrower's business.

(14) The Borrower has good and merchantable title to the Project

Equipment owned by the Borrower as of the date hereof, free and clear of

liens and encumbrances, other than Permitted Encumbrances.

(15) As of the date of hereof, except for the Mortgage, neither the

Borrower, nor to its knowledge anyone acting on behalf of the Borrower,

has entered into negotiations with any person for the purpose of

undertaking any borrowing concurrently with or subsequent to the issuance

of the Bonds and to be secured wholly or partially by a lien or

encumbrance on the Project or any part thereof, and the Borrower has no

present intention of undertaking any such borrowing.

(16) The Borrower will use all of the proceeds of the Bonds to

refund in full the Prior Obligations.

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Exhibit 4.28

ARTICLE III

THE LOAN

SECTION 3.1. LOAN CLAUSES. (A) Subject to the conditions and in accordance

with the terms of this Agreement, the Authority agrees to make a loan to the

Borrower from the proceeds of the Bonds in the amount of $4,550,000 and the

Borrower agrees to borrow such amount from the Authority.

(B) The loan shall be made at the time of delivery of the Bonds and

receipt of payment therefor by the Authority against receipt by the Authority of

the Note duly executed and delivered to evidence the pecuniary indebtedness of

the Borrower hereunder. As and for the loan the Authority shall apply the

proceeds of the Bonds as provided in the Indenture on the terms and conditions

therein prescribed.

the payment of the principal of or interest on the Bonds, until the principal or

Redemption Price, if any, of and interest on the Bonds shall have been fully

paid or provision for the payment thereof shall have been made in accordance

with the Indenture, the Borrower shall make loan payments to the Trustee for the

account of the Authority in an amount which, when added to any moneys then on

deposit in the Borrower Principal and Interest Account of the Debt Service Fund

and available therefor, shall be equal to the amount payable on such due date

with respect to the Bonds as provided in Section 5.3 of the Indenture, including

amounts due for the payment of the principal of and interest on the Bonds. Such

amounts shall be applied in accordance with Section 5.3(E) of the Indenture. In

addition, the Borrower shall pay to the Trustee, as and when the same shall

become due, all other amounts due under the Financing Documents, together with

interest thereon at the then applicable rate as set forth herein in Section

6.2(G). The Borrower shall have the option to prepay its loan obligation in

whole or in part at the times and in the manner provided in Article VIII hereof.

(D) Anything herein to the contrary notwithstanding any amount at any time

held in the Borrower Principal and Interest Account of the Debt Service Fund by

the Trustee pursuant to this Section shall be credited against the next

succeeding loan payment obligation of the Borrower as provided in subsection

3.1(C) hereof. If, on any due date for payments with respect to the Bonds, the

balance in the Debt Service Fund is insufficient to make such payments, the

Borrower agrees forthwith to pay to the Trustee by no later than 11:00 a.m. on

such due date the amount of the deficiency. If at any time the amount held by

the Trustee in the Debt Service Fund shall be sufficient to pay or provide for

the payment of the Bonds in accordance with Section 12.1 of the Indenture, the

Borrower shall not be obligated to make any further payments under the forego

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