<PAGE>
Exhibit 4.31
September 2, 2004
$5,062,500.00
Direct Pay Letter of Credit No. S901712
U.S. Bank National Association,
as trustee (the "Trustee")
under the Indenture of Trust
between the Trustee and the CONNECTICUT
DEVELOPMENT AUTHORITY (the "Issuer")
Dated as of August 1, 2004 (the
"Indenture")
Attention: Corporate Trust Department
Ladies and Gentlemen:
Pursuant
to the Reimbursement and Credit Agreement, dated as of August
1,
2004 (the "Reimbursement Agreement"), by
and between the CONNECTICUT WATER
COMPANY, a corporation duly organized and
existing under the laws of the State
of Connecticut (the "Applicant") or
("Account Party") and Citizens Bank of Rhode
Island (the "Bank"), the Bank hereby
establishes in your favor as Trustee for
the benefit of the holders of the
$5,000,000 Water Facilities Refunding Revenue
Bonds (the Connecticut Water Company
Project - 2004A Series) (the "Bonds"), the
Bank's irrevocable direct pay Letter of
Credit No. S901712 for the account of
the Applicant. All capitalized terms not
defined herein shall have the meanings
ascribed thereto in the Indenture.
Subject to
the terms and conditions contained herein, the Bank irrevocably
authorizes you to draw, available by your
sight draft, in the form of Annex 1
hereto, drawn upon the terms and conditions
hereunder set forth on the Bank
under this Letter of Credit, up to an
aggregate amount not to exceed the Stated
Amount (as such term is hereinafter defined
and described) as adjusted and
reinstated from time to time in accordance
with the provisions thereof. However,
in no event will the Bank's commitment
under this Letter of Credit (a) exceed
Five Million and no/100 Dollars
($5,000,000.00) with respect to draws made for
the payment of the unpaid principal amount
of the Bonds or the portion of the
Purchase Price (as such term is defined
below) corresponding to the principal of
the Bonds, and (b) with respect to draws
made for payment of interest on the
Bonds or the portion of the Purchase Price
corresponding to interest on the
Bonds, exceed an amount equal to forty-five
(45) days' interest on the Bonds
computed in accordance with the Indenture
(with a maximum rate of ten percent
(10%) per annum on the basis of a 360 day
year) (namely $62,500.00).
As used herein:
(a)
"A-Drawing" means a draw made by you under this Letter of Credit
with
respect to the portion of the Purchase
Price which corresponds to the principal
amount of the Bonds delivered or deemed
delivered to the Trustee pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or 2.16 of
the Indenture.
<PAGE>
Exhibit 4.31
(b)
"B-Drawing" means a draw made by you under this Letter of Credit
with
respect to the payment of principal
(including without limitation upon maturity,
redemption, defeasance or acceleration) on
the Bonds.
(c)
"C-Drawing" means a draw made by you under this Letter of Credit
with
respect to (i) the payment of interest
(including without limitation upon
maturity, redemption, defeasance or
acceleration) on the Bonds, or (ii) the
payment of the portion of the Purchase
Price which corresponds to the interest
amount due on Bonds delivered or deemed
delivered to the Trustee pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or 2.16 of
the Indenture.
(d)
"Authorized Officer" means any of your officers or
representatives,
including, without limitation, those
holding the title of President, Vice
President, Assistant Vice President,
Assistant Secretary or Treasurer.
(e)
"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 Bank, 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; (v) when such term is used to
describe a day on which a payment,
prepaying, or repaying is to be made under
the Reimbursement Agreement, any day which
is: (A) neither a Saturday or Sunday
nor a legal holiday on which commercial
banks are authorized or required to be
closed in New York City and (B) a London
Banking Day; and (vi) when such term is
used to describe a day on which an interest
rate determination is to be made
under the Reimbursement Agreement, any day
which is a London Banking Day.
(f)
"Credit Facility Provider Bonds" means any Bonds which shall, at
the
time of determination thereof, be held for
the benefit of the Bank, which Bonds
shall be registered in the records of DTC
in the Bank's participant number.
(g)
"Interest Component" means a portion of the Stated Amount
available
under this Letter of Credit equal to the
interest on the Bonds or the portion of
Purchase Price corresponding to interest on
the Bonds, reduced from time to time
in accordance with the terms of this Letter
of Credit, but in no event will the
Interest Component exceed an amount equal
to forty-five (45) days interest on
the Bonds computed at a rate of ten percent
(10%) per annum in accordance with
the Indenture.
(h)
"Principal Component" means a portion of the Stated Amount
available
under this Letter of Credit equal to the
unpaid principal balance of the Bonds,
or the portion of the Purchase Price
corresponding to the principal of the
Bonds, reduced from time to time in
accordance with the provisions of this
Letter of Credit, but in no event will the
Principal Component exceed
$5,000,000.
(i)
"Purchase Price" means an amount equal to 100% of the principal
amount
of, plus unpaid interest on, any bond
purchased or deemed to be purchased in
accordance with Article III of the
Indenture.
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<PAGE>
Exhibit 4.31
(j)
"Stated Amount" means the aggregate amount available for draws
under
this Letter of Credit which will vary from
time to time in accordance with the
provisions of this Letter of Credit, but in
no event will it exceed
$5,062,500.00.
(k) "UCP"
means the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of
Commerce Publication No. 500.
Subject to
the terms and conditions hereof, funds under the Bank's
commitment under this Letter of Credit are
available to you upon receipt by the
Bank by delivery in person or overnight
courier at its office at 20 Cabot Road,
Mail Stop: MMF470, International
Department, Medford, Massachusetts 02155 or by
facsimile transmission to the Bank at
facsimile number (781) 391-8701 (with a
certification that the originals have been
sent to the Bank) of a request in
respect to a drawing under the Bank's
commitment, appropriately completed in the
form of Annex 1 attached hereto, together
with:
(a) if the
drawing is an A-Drawing (Purchase Price), a written certificate
in the form of Certificate A attached
hereto appropriately completed and signed
by an Authorized Officer;
(b) if the
drawing is a B-Drawing (Principal), a written certificate in
the form of Certificate B attached hereto
appropriately completed and signed by
an Authorized Officer.
(c) if the
drawing is a C-Drawing (Interest), a written certificate in the
form of Certificate C attached hereto
appropriately completed and signed by an
Authorized Officer.
The Bank
hereby agrees with you that requests for payment hereunder
presented in compliance with the terms of
this Letter of Credit will be duly
honored by the Bank from funds of the Bank
and not from funds received from the
Account Party, and that if such request is
so presented to the Bank as
contemplated above by 4:00 p.m. New York
City time (or, for Bonds in a Daily
Mode, if notice from the Remarketing Agent
is received by 10:45 a.m. New York
City time and the request from the Trustee
is presented to the Bank by 12:00
Noon New York City time), payment will be
made by 12:00 Noon New York City time
of the immediately following Business Day
(or, for Bonds in a Daily Mode, 2:15
p.m. New York City time on the same
Business Day). If such request is presented
to the Bank after 4:00 p.m. (or, for Bonds
in a Daily Mode, if the notice from
the Remarketing Agent is received after
10:45 a.m. New York City time or the
request from the Trustee is presented to
the Bank after 12:00 Noon New York City
time), payment will be made by 12:00 Noon
New York City time, on the Business
Day immediately following the next Business
Day (or, for Bonds in a Daily Mode,
2:15 p.m. New York City time on the
immediately following Business Day).
Payments by the Bank will be made to you in
immediately available funds by wire
transfer as you may direct in your request.
All payments under this Letter of
Credit will be made with our own funds.
If a
request for payment by you hereunder does not, in any way, conform
to
the terms and conditions of this Letter of
Credit, the Bank shall give prompt
notice that the request was not effected in
accordance with the terms and
conditions of this Letter of Credit stating
the reasons therefor and that the
Bank is holding any documents at your
disposal or returning the same to you as
you may elect. Upon being notified that the
purported negotiation was not
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<PAGE>
Exhibit 4.31
effected in accordance with the Letter of
Credit, you may attempt to correct any
such nonconforming request for payment, if,
and to the extent that, you are
entitled and able to do so.
Drawings
hereunder for payment of principal, interest or Purchase Price
may only be made from the sums available
for such purposes. Any requests for
payment hereunder honored by the Bank shall
not, in the aggregate, exceed the
respective portions of the Stated Amount,
as adjusted and reinstated in
accordance with the provisions below.
Adjustment to Stated Amount
(a)
Subject only to reinstatement provided for in paragraph (b)
below,
each drawing honored by the Bank hereunder
shall pro tanto reduce the Stated
Amount in the following manner: each
A-Drawing and each B-Drawing honored by the
Bank hereunder will reduce the Principal
Component of the Stated Amount and each
C-Drawing will reduce the Interest
Component of the Stated Amount.
(b) With
respect to any A-Drawing, the Principal Component shall be
reinstated upon receipt of, and to the
extent specified in paragraph (E) of,
your certificate in the form of Annex 2
hereto, delivered to the Bank's office
at 20 Cabot Road, Mail Stop: MMF470,
International Department, Medford,
Massachusetts 02155.
(c) With
respect to a C-Drawing certified by you to have been made in
respect of interest payable on an Interest
Payment Date (as defined in the
Indenture) as a scheduled periodic payment
of interest on the Bonds or as a
portion of the Purchase Price of Bonds
being purchased pursuant to Sections
2.10, 2.11, 2.12, 2.15 or 2.16 of the
Indenture if you shall not have received,
within ten (10) calendar days after any
such payment in respect of a C-Drawing,
notice from the Bank to the effect that
"the Letter of Credit will not be
reinstated" then the Interest Component
shall be reinstated, as of the close of
business on such tenth (10th) calendar day,
to the amount stated in paragraph
(H) of the Certificate in the form of
Certificate C submitted in connection with
such C-Drawing.
Only you
or your successor as Trustee may make a drawing under this
Letter
of Credit. Upon the payment to you or your
account of the amount specified in a
sight draft drawn hereunder, the Bank shall
be fully discharged of its
obligation under this Letter of Credit with
respect to such sight draft, and the
Bank shall not thereafter be obligated to
make any further payments under this
Letter of Credit in respect of such sight
draft to you or any other person who
may have made to you or makes to you a
demand for payment of principal or of
interest on any Bonds. By paying to you an
amount demanded in accordance
herewith, the Bank makes no representation
as to the correctness of the amount
demanded.
This
Letter of Credit applies only to the payment of principal, the
portion of the Purchase Price of the Bonds
corresponding to principal and up to
forty-five (45) days' interest (computed as
aforesaid) accruing on the Bonds on
or prior to the termination or expiration
of this Letter of Credit and does not
apply to any interest that may accrue
thereon or any principal which may be
payable with respect thereto after
September 1, 2009.
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<PAGE>
Exhibit 4.31
Notwithstanding any other provision herein, the Bank's commitment
under
this Letter of Credit shall terminate in
full at, and any draft to be drawn
hereinafter must be drawn and presented
before, the close of business of the
Bank on September 1, 2009 (the "Termination
Date"), provided, however, that, the
Letter of Credit may be renewed for a
period of one year (or such other period
to which the Bank may agree, in its sole
discretion) from the Termination Date
(or any future extended expiration date) if
(i) a written request for renewal is
received by the Bank between September 2,
2007 and 180 days prior to Termination
Date (or at least 180 days prior to any
future extended expiration date) and
(ii) the Bank, in its sole discretion,
elects to grant the request for renewal
in writing prior to Termination Date (or
prior to any future extended expiration
date). This Letter of Credit shall
automatically terminate prior to the
expiration date specified above upon the
earlier of (a) the close of business of
the Bank on the twentieth (20th) Business
Day following the date that a Notice
of Default in the form attached hereto as
Annex 4 is received by you from the
Bank notifying you of the occurrence of an
Event of Default under the
Reimbursement Agreement and instructing you
to draw on this Letter of Credit to
pay the aggregate principal amount of and
accrued interest on the Bonds
outstanding; (b) the honoring by the Bank
of the final drawing available to be
made hereunder; (c) the receipt by the Bank
of a Notice of Termination in the
form attached hereto as Annex 5 signed by
an Authorized Officer of the Trustee.
This Letter of Credit shall be promptly
surrendered by you to the Bank upon its
expiration or termination as specified
above.
This
Letter of Credit is transferable in whole but not in part only
to
your successor as Trustee. Any such
transfer (including any successive transfer)
shall be effective upon receipt by us
(which receipt shall be subsequently
confirmed in writing to the transferor and
the transferee by the Bank) of the
following: (a) a signed copy of the
instrument effecting each such transfer
signed by the transferor and by the
transferee in the form of Annex 3 hereto,
(b) the original Letter of Credit and (c)
the transfer fee and, in such case,
the transferee instead of the transferor
shall, without the necessity of further
action, be entitled to all the benefits of
and rights under this Letter of
Credit in the transferor's place; provided
that, in such case, any certificates
of the Trustee to be provided hereunder
shall be signed by one who states
therein that he is a duly authorized
officer or agent of the transferee.
Communications with respect to this Letter of Credit shall be
addressed to
us at Citizens Bank of Rhode Island, 20
Cabot Road, Mail Stop: MMF470,
International Department, Medford,
Massachusetts 02155, specifically referring
to the number of this Letter of Credit.
Except as otherwise provided for herein,
all notices and other communications
provided for herein shall be by express
courier, electronic transmission (including
facsimile transmission), certified
mail or delivery in person to an officer of
the intended recipient at the
address specified below its name on the
signature page or on the first page
hereof. All notices and other
communications shall be deemed to have been duly
given when received.
To the
extent not inconsistent with the express terms hereof this
Letter
of Credit shall be governed by, and
construed in accordance with, the terms of
the UCP, except for Article 41 and the
first sentence of Article 48(g) thereof.
As to matters not governed by the UCP, this
Letter of Credit shall be governed
by and construed in accordance with the
laws of the State of Connecticut,
including without limitation Article 5 of
Uniform Commercial Code as in effect
in the State of Connecticut; provided
however, that if this Letter of Credit
expires
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<PAGE>
Exhibit 4.31
during an interruption of business (as
described in Article 17 of the UCP), the
Bank agrees to effect payment under this
Letter of Credit if a drawing which
strictly conforms to the terms and
conditions of this Letter of Credit is made
within five (5) days after the resumption
of business.
All
payments made by us hereunder shall be made from our funds and
not
from the funds of any other Person.
This
Letter of Credit sets forth in full the terms of our undertaking,
and
such undertaking shall not in any way be
modified or amended by reference to any
other document whatsoever.
CITIZENS BANK OF RHODE ISLAND
By: _____________________________
By:
_______________________________
Name: Stephen W. McAleer
Name: Navin Bhojani
Title: Vice President
Title: Asst. Vice
President
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<PAGE>
Exhibit 4.31
CERTIFICATE A - PURCHASE PRICE
CERTIFICATE FOR "A-DRAWING"
Citizens Bank of Rhode Island
20 Cabot Road, Mail Stop: MMF470
International Department
Medford, MA 02155
Re: Irrevocable
Direct Pay Letter of Credit No. S901712 (the
"Letter of Credit")
The
undersigned, a duly Authorized Officer of U.S. Bank National
Association (the "Trustee"), hereby
certifies to Citizens Bank of Rhode Island
(the "Bank") that:
(A) The
Trustee is the Trustee under the Indenture of Trust between the
Trustee and the Connecticut Development
Authority, dated as of August 1, 2004
(the "Indenture") for the holders of the
Water Facilities Refunding Revenue
Bonds (The Connecticut Water Company
Project - 2004A Series) (the "Bonds")
issued under the Indenture.
(B) The
Trustee is making a drawing under the Letter of Credit in the
amount of $____________ with respect to the
payment of the portion of the
Purchase Price of the Bonds corresponding
to the principal amount thereof, which
Bonds are to be purchased pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or 2.16 of
the Indenture.
(C) The
amount demanded hereby does not exceed the amount available on
the
date hereof to be drawn under the Letter of
Credit in respect of the portion of
the Purchase Price of the Bonds
corresponding to the principal amount thereof.
(D) The
amount demanded hereby does not include any amount in respect
of
the purchase of any existing Credit
Facility Provider Bonds.
(E) Upon
receipt by the undersigned of the amount demanded hereby, (1)
the
undersigned will apply the same directly to
the payment when due of the
principal amount owing on account of the
purchase of the Bonds pursuant to the
Indenture, (2) no portion of any amount
shall be applied by the undersigned for
any other purpose and (3) no portion of
said amount shall be commingled with
other funds held by the undersigned.
(F)
Pursuant to Sections 2.10, 2.11, 2.12, 2.15 or 2.16 of the
Indenture,
Bonds in the aggregate amount of
$______________ have actually been delivered to
the undersigned or have been deemed
delivered to the undersigned.
(G) The
Bonds referred to in paragraph (F) above have been or will be
registered in the name of the Bank, or its
designee or nominee pursuant to the
terms of the Indenture.
As used
herein, the terms "Authorized Officer" and "Purchase Price"
have
the respective meanings assigned to such
terms in the Letter of Credit.
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<PAGE>
Exhibit 4.31
IN WITNESS
WHEREOF, the Trustee has executed and delivered this
Certificate as of the _____ day of
_______________.
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title: [Authorized Officer]
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<PAGE>
Exhibit 4.31
CERTIFICATE B-PRINCIPAL PRICE
CERTIFICATE FOR "B-DRAWING"
Citizens Bank of Rhode Island
20 Cabot Road, Mail Stop: MMF470
International Department
Medford, MA 02155
Re: Irrevocable
Direct Pay Letter of Credit No. S901712 (the
"Letter of Credit")
The
undersigned, a duly Authorized Officer of U.S. Bank National
Association (the "Trustee"), hereby
certifies to Citizens Bank of Rhode Island
(the "Bank") that:
(A) The
Trustee is the Trustee under the Indenture of Trust between the
Trustee and the Connecticut Development
Authority, dated as of August 1, 2004
(the "Indenture") for the holders of the
Water Facilities Refunding Revenue
Bonds (The Connecticut Water Company
Project - 2004A Series) (the "Bonds")
issued under the Indenture.
(B) The Trustee is making a
drawing under the Letter of Credit in the
amount of $____________ with respect to the
payment of the principal of the
Bonds, which amount has become due and
payable pursuant to the Indenture, upon
[maturity, redemption, defeasance or
acceleration] of the Bonds. (Cross out any
inapplicable portion.)
(C) The
amount demanded hereby does not include any amount in respect
of
the principal of any Credit Facility
Provider Bonds.
(D) The
amount demanded hereon, together with the aggregate of all
payments pursuant to B-Drawings and
unreimbursed A-Drawings under the Letter of
Credit, does not exceed the Principal
Component.
(E) The
amount demanded hereby does not exceed the portion of the
Stated
Amount available on the date hereof to be
drawn under the Letter of Credit, does
not exceed the Principal Component.
(F) Upon
receipt by the undersigned of the amount demanded hereby, (1)
the
undersigned will apply the same directly to
the payment when due of the
principal amount owing on account of the
Bonds pursuant to the Indenture, (2) no
portion of said amount shall be applied by
the undersigned for any other purpose
and (3) no portion of said amount shall be
commingled with other funds held by
the undersigned.
(G) The amount demanded hereby
when applied to payment of the principal
owing on the Bonds [will not constitute the
final payment of the principal on
the Bonds] [will constitute the final
payment of principal on the Bonds]. (Cross
out the inapplicable portion.)
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<PAGE>
Exhibit 4.31
As used
herein, the terms "Authorized Officer", "A-Drawing",
"B-Drawing",
"Credit Facility Provider Bonds",
"Principal Component", and "Stated Amount"
have the respective meanings assigned to
such terms in the above-referenced
Letter of Credit.
IN WITNESS
WHEREOF, the Trustee has executed and delivered this
Certificate as of the _____ day of
_______________.
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title: [Authorized Officer]
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<PAGE>
Exhibit 4.31
CERTIFICATE C (INTEREST)
CERTIFICATE FOR "C-DRAWING"
Citizens Bank of Rhode Island
20 Cabot Road, Mail Stop: MMF470
International Department
Medford, MA 02155
Re: Irrevocable
Direct Pay Letter of Credit No. S901712 (the
"Letter of Credit")
The
undersigned, a duly Authorized Officer of U.S. Bank National
Association (the "Trustee"), hereby
certifies to Citizens Bank of Rhode Island
(the "Bank") that:
(A) The
Trustee is the Trustee under the Indenture of Trust between the
Trustee and the Connecticut Development
Authority, dated as of August 1, 2004
(the "Indenture") for the holders of the
Water Facilities Refunding Revenue
Bonds (The Connecticut Water Company
Project - 2004A Series) (the "Bonds")
issued under the Indenture.
(B) The
Trustee is making a C-Drawing under the Letter of Credit in the
amount of $____________ with respect to the
payment of [choose one]:
___
(i) the
portion of the Purchase Price corresponding to the
interest on Bonds which are to be purchased pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or 2.16 of the
Indenture;
___
(ii) interest on
the Bonds, due and payable on an Interest
Payment Date (as defined in the Indenture) as a
scheduled periodic payment of interest on the Bonds; or
___
(iii) interest on the
Bonds, due and payable upon redemption
of the Bonds pursuant to Section 2.9 and Article VI of
the Indenture, upon defeasance of the Bonds pursuant to
Section 12.1 of the Indenture, upon acceleration of the
Bonds under Section 8.2 of the Indenture or upon any
purchase or other event not described in the immediately
foregoing clause (i) or (ii).
(C) The
amount demanded hereby does not exceed the amount available on
the
date hereof to be drawn under the Letter of
Credit in respect of interest on the
Bonds.
(D) The
amount demanded hereby does not include any portion of the
Stated
Amount in respect of interest on any Credit
Facility Provider Bonds or in
respect of any Bonds held by or for account
of the Applicant (whether or not the
same are Credit Facility Provider
Bonds).
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<PAGE>
Exhibit 4.31
(E) Upon
receipt by the undersigned of the amount demanded hereby, (1)
the
undersigned will apply the same directly to
the payment when due of the
[interest owing on account of the Bonds
pursuant to the Indenture] [portion of
the Purchase Price of the Bonds pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or
2.16 of the Indenture corresponding to
interest thereon.] (Cross out any
inapplicable portion), (2) no portion of
any amount shall be applied by the
undersigned for any other purpose and (3)
no portion of said amount shall be
commingled with other funds held by the
undersigned.
(F) In the
case of a drawing being made to pay the portion of the Purchase
Price of Bonds being purchased pursuant to
Sections 2.10, 2.11, 2.12, 2.15 or
2.16 of the Indenture corresponding to
interest thereon, the Trustee shall
release the proceeds of this drawings only
to the extent it has received Bonds
in an aggregate principal amount equal to
the amount of proceeds of the
A-Drawing accompanying this drawing and
which are being released by the Trustee.
(G) In the
case of a drawing being made pursuant to any redemption,
acceleration or purchase (except for
purchases pursuant to Sections 2.10, 2.11,
2.12, 2.15 or 2.16 of the Indenture), the
undersigned is making a simultaneous
B-Drawing to pay the principal of all of
the Bonds which are being redeemed or
so purchased or the maturity of which has
been accelerated.
(H) The
C-Drawing made hereunder has been made (check and complete, as
applicable):
____
(i) In respect
of interest payable on an Interest Payment
Date as a scheduled periodic payment of interest on the
Bonds or as a portion of the Purchase Price of Bonds
being purchased pursuant to Sections 2.10, 2.11, 2.12,
2.15 or 2.16 of the Indenture and the Interest Component
of the Letter of Credit should be reinstated, subject to
the conditions of the terms of the Letter of Credit, to
$__________, being an amount equal to forty-five (45)
days' interest (computed at the rate of ten percent
(10%) per annum, on the basis of a 360 day year), on the
outstanding Principal Component of $__________.
____
(ii) In respect of
interest payable upon maturity,
redemption, defeasance or other event not described in
the immediately foregoing clause (i), and accordingly,
no reinstatement shall be made to the Interest Component
or otherwise to the Stated Amount as a result of this
C-Drawing.
As used
herein, the terms "Authorized Officer", "Applicant",
"A-Drawing",
"B-Drawing", "C-Drawing", "Credit Facility
Provider Bonds", "Interest
Component", "Principal Component",
"Purchase Price" and "Stated Amount" have the
respective meanings assigned to such terms
in the Letter of Credit.
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<PAGE>
Exhibit 4.31
IN WITNESS
WHEREOF, the Trustee has executed and delivered this
Certificate as of the _____ day of
_______________.
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title: [Authorized Officer]
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<PAGE>
Exhibit 4.31
ANNEX 1
SIGHT DRAFT
Address: Citizens Bank
of Rhode Island
20 Cabot Road, Mail Stop: MMF470
International Department
Medford, MA 02155
FOR VALUE RECEIVED
Pay at sight to:
U.S.___________________
(U.S. $_________________)
Charge to account of
________________________
Irrevocable Direct Pay Letter of Credit No. S901712 dated September
2,
2004 (the "Letter of Credit")
To: c/o
_________________________________
____________________________________
____________________________________
Attn: _______________________________
_______________________________
The sum
drawn does not exceed the Stated Amount, as reduced and
reinstated
through the date hereof, as provided in the
Letter of Credit.
Dated as of the ___ day of
_________________ , ______.
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title: [Authorized Officer]
-14-
<PAGE>
Exhibit 4.31
The
signature below constitutes an endorsement of this Sight Draft:
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________________
Name:
Title: [Authorized
Officer]
-15-
<PAGE>
Exhibit 4.31
ANNEX 2
CERTIFICATE FOR REINSTATEMENT OF PRIN
