EX-4.33



 





Exhibit 4.33




      




BOND PURCHASE AGREEMENT




among




CONNECTICUT DEVELOPMENT AUTHORITY,




THE CONNECTICUT WATER COMPANY




and




EDWARD D. JONES & CO., L.P.




Dated December 5, 2007




$15,000,000

Connecticut Development Authority

5.00% Water Facilities Revenue Bonds

(The Connecticut Water Company Project – 2007A Series) (AMT)




      




 









 





BOND PURCHASE AGREEMENT




     AGREEMENT, dated December 5, 2007, among the Connecticut Development Authority (the
“Authority”), The Connecticut Water Company (the “Company”) and Edwards D. Jones & Co., L.P. (the
“Underwriter”), with respect to the sale and purchase of the Authority’s $15,000,000 5.00% Water
Facilities Revenue Bonds (The Connecticut Water Company Project – 2007A Series) (the “Bonds”) on
the terms and subject to the conditions herein set forth:



     1. The Borrower has previously filed with the Authority its application for the issuance of
the Bonds by the Authority, and the Authority has authorized the Bonds by a resolution duly adopted
October 17, 2007 (the “Resolution”). The Bonds will be special obligations of the Authority
payable solely out of the revenues or other receipts, funds or moneys pledged therefore, and from
any amounts otherwise available to the Trustee for the payment thereof under the indenture referred
to below. The proceeds of the sale of the Bonds will be loaned to the Company for use in the
acquisition, construction and installation of certain additions to the water system of the Company
(the “Project”) located in certain municipalities within the State of Connecticut (the “State”).
All such projects are to be used for water facilities purposes, all as more particularly described
in the Loan Agreement (the “Agreement”), dated as of December 1, 2007 by and between the Authority
and the Company. Pursuant to the Agreement, the Company will execute and deliver to the Authority
the Company’s note (the “Note”) to evidence its indebtedness thereunder. Payments on the Note
shall be applied to the amounts due on the Bonds.



     The Bonds shall be in all respects as described in, and shall be issued under and pursuant to,
an Indenture of Trust (the “Indenture”), dated as of December 1, 2007, between the Authority and
U.S. Bank National Association, as trustee (the “Trustee”). In connection with the execution and
delivery of the Indenture, the Authority and the Trustee will execute and deliver a Letter of
Representation (the “Letter of Representation”) to The Depository Trust Company (“DTC”). In order
to assure the exclusion of interest on the Bonds from gross income for purposes of federal income
taxation, the Company, the Authority and the Trustee will enter into a Tax Regulatory Agreement
relating to the Bonds, dated as of the date of issuance of the Bonds (the “Tax Regulatory
Agreement”).



     In this Bond Purchase Agreement, the term “Financing Documents” (1) when used with respect to
the Company, means the Agreement, the Note, the Tax Regulatory Agreement, the Continuing Disclosure
Agreement dated as of December 1, 2007 between the Company and the Trustee, as dissemination agent
(the “Disclosure Agreement”), and the general certificate of the Company delivered in connection
with the issuance of the Bonds and (2) when used with respect to the Authority, means any of the
foregoing documents and agreements referred to in (1) above to which the Authority is a direct
party. The Financing Documents when such term is used with respect to the Company, do not include
any documents or agreements to which the Company is not a direct party, including the Bonds, the
Indenture or the Letter of Representation.



     2. Subject to the terms and conditions and upon the basis of the representations hereinafter
set forth, the Authority hereby agrees to sell the Bonds to the Underwriter and the Underwriter
hereby agrees to purchase the Bonds from the Authority at the purchase price of



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$15,000,000.00. The Bonds shall be dated their date of delivery, shall mature on December 1,
2037 and shall bear interest at a rate of 5% per annum, payable on June 1 and December 1 in each
year, commencing June 1, 2008. It will be a condition to the Authority’s obligation to sell the
Bonds to the Underwriter and the obligation of the Underwriter to purchase the Bonds that all Bonds
be sold and delivered by the Authority and paid for by the Underwriter on the Closing Date, as
hereinafter defined.



     3. The date of delivery and payment for the Bonds (the “Closing Date”) will be December 21,
2007 unless not later than the fifth day preceding such date the Authority, the Company and the
Underwriter agree that the Closing Date will be a specified date not later than the thirtieth day
subsequent to such date, in which event the Closing Date will be the date so specified. The Bonds
shall be available for inspection and packaging at least twenty-four hours before the Closing Date.



     The Authority will authorize the Trustee to authenticate and deliver the Bonds to the
Underwriter through the facilities of DTC, 55 Water Street, New York, New York, utilizing the FAST
System pursuant to which the Trustee will take custody of the Bonds as agent for DTC, at
approximately 11:00 A.M., New York City time on the Closing Date, in typewritten form, bearing
CUSIP numbers, duly executed and authenticated, registered in the name of Cede & Co., as nominee
for DTC, against payment therefor by wire transfer or other manner payable in immediately available
funds to the Trustee for the account of the Authority. The payment for the Bonds to the Authority
and the delivery thereof to the Underwriter shall be made at the offices of Murtha Cullina LLP,
City Place I, 185 Asylum Street, Hartford, Connecticut. The Bonds will be delivered in the form
and denominations and shall be otherwise as described in the Indenture.



     4. The Authority represents and warrants that:



     (a) It is 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 of
Connecticut, particularly the State Commerce Act, constituting Connecticut General Statutes,
Sections 32-la through 32-23zz, as amended (the “Act”). The Authority is authorized to issue the
Bonds in accordance with the Act and to lend the proceeds thereof to the Company to finance the
improvements described in the Indenture.



     (b) 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 this Bond Purchase Agreement,
the Bonds, the Resolution, the Indenture and the Financing Documents, and to issue, sell and
deliver the Bonds to the Underwriter as provided herein.



     (c) The Resolution has been duly adopted by the Authority and is still in full force and
effect. The Resolution has authorized the execution, delivery and due performance of this Bond
Purchase Agreement, 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 Bond Purchase Agreement, and all approvals
necessary in connection with the foregoing have been received, except the State Treasurer’s
approval.



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     (d) When delivered to and paid for by the Underwriter in accordance with the terms of this
Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated, issued
and delivered and will constitute valid and binding special obligations of the Authority payable
solely from revenues or other receipts, funds or moneys pledged therefor under the Indenture and
from any amounts otherwise available therefor under the Indenture, and will be entitled to the
benefit of the Indenture. Neither the State nor any municipality thereof will be 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.



     (e) The execution and delivery of this Bond Purchase Agreement, 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,
except the State Treasurer’s approval.



     (f) Subject to the provisions of the Agreement and the Indenture, the Authority will apply the
proceeds from the sale of the Bonds to the purposes specified in the Indenture and the Financing
Documents.



     (g) To the best knowledge of the Authority, 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 and by the Indenture, or which, in any way, would adversely affect
the validity of the Bonds, the Resolution, the Indenture, the Financing Documents, this Bond
Purchase Agreement, 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 or the exemption from taxation as set forth therein.



     (h) The representations and warranties of the Authority contained in Section 2.1 of the Loan
Agreement are true and correct as of the date hereof.



     (i) Any certificate signed by any Authorized Representative of the Authority under the
Resolution or this Bond Purchase Agreement and delivered to the Underwriter or to the Trustee shall
be deemed a representation and warranty by the Authority to the Underwriter and the Company as to
the statements made therein.



     (j) The information with respect to the Authority in the Official Statement of the Authority,
dated the date hereof, is correct and complete, except that none of the representations and
warranties herein apply to statements in or omissions from the Official Statement made in reliance
on or in conformity with information furnished, to the Authority by the Company, or to



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information under the headings “THE PROJECT”, “THE BONDS—Book-Entry Only System”, “TAX
MATTERS”, “LEGAL MATTERS” and “INDEPENDENT ACCOUNTANTS”, or to anything contained or incorporated
by reference in the appendices to the Official Statement or otherwise with respect to the Company.
The Authority has authorized the use of the Official Statement in both its preliminary and final
forms and delivered duly executed copies thereof in final form to the Underwriter.



     It is specifically understood and agreed that the Authority makes no representation as to the
financial position or business condition of the Company or any other person and does not, with
respect to the Official Statement or otherwise, except to the extent the Authority deems the
Preliminary Official Statement to be final as provided in Section 9 hereof, represent or warrant as
to any of the statements, materials (financial or otherwise), representations or certifications
furnished or to be made and furnished by the Company or any other person in connection with the
sale of the Bonds, or as to the correctness, completeness or accuracy of any of such statements,
materials, representations or certificates.



     5. The Company represents and warrants that:



     (a) The Company has been duly organized and validly exists as a corporation under the laws of
the State of Connecticut, having all requisite corporate power to carry on its business as now
constituted.



     (b) The execution and delivery by the Company of the Financing Documents and this Bond
Purchase Agreement, and all other agreements herein contemplated to be performed by the Company,
and the performance of the conditions herein contained and those in each of such instruments to be
performed are not in contravention of law and will not conflict with or result in any breach of any
of the terms, conditions or provisions of, or constitute a default under any indenture, mortgage
deed of trust or other agreement or instrument to which the Company is a party, or the Certificate
of Incorporation and any special acts incorporated by reference therein or Bylaws of the Company,
or any order, rule or regulation applicable to the Company of any court or of any federal or State
regulatory body or administrative agency or other governmental body having jurisdiction over the
Company or over any of its properties, or any statute, rule or regulation of any jurisdiction
applicable to the Company, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the properties or assets of the Company pursuant to the terms of any
indenture, agreement or undertaking binding upon it; and, to the extent required by law, the
Connecticut Department of Public Utility Control (the “DPUC”) has approved or waived approval of
all matters relating to the Company’s participation in the transactions contemplated in the
Financing Documents which require such approval or waiver of approval; such approval or waiver of
approval remains in full force and effect in the form issued; and, assuming that the Bonds are
securities described in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Section 3(a)(12) and (29) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), no other consent, approval, authorization or other order of any regulatory body or
administrative agency or other governmental body is legally required for the Company’s
participation in connection therewith, except as have been obtained.



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     (c) Except as disclosed or incorporated by reference in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court,
public board or body, pending, or to the knowledge of the Company threatened, wherein an
unfavorable decision, ruling or finding would (i) in the opinion of the Company, involve the
possibility of any judgment or liability to the extent not covered by insurance which would result
in any material adverse change in the business, properties or operations of the Company, (ii)
materially adversely affect the transactions contemplated by this Bond Purchase Agreement or (iii)
materially adversely affect the validity or enforceability of the Financing Documents or this Bond
Purchase Agreement.



     (d) The Company will not take or omit to take any action which action or omission will in any
way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that
provided in the Financing Documents.



     (e) Except as disclosed or incorporated by reference in the Official Statement, the Company is
not a party to or bound by any contract, agreement or other instrument, or subject to any judgment,
order, writ, injunction, decree, rule or regulation which, in the Company’s opinion, materially
adversely affects, or in the future may, so far as the Company can now reasonably foresee,
materially adversely affect the business, operations, properties, assets or condition, financial or
otherwise, of the Company.



     (f) Neither this Bond Purchase Agreement, other than Section 4 hereof as to which no
representation is made, nor any other document, certificate or written statement furnished to the
Underwriter or the Authority by or on behalf of the Company, when read together with the
information disclosed or incorporated by reference in the Official Statement, contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in light of the circumstances under which they were made,
not misleading or incomplete.



     (g) The Company has not taken and will not take any action and knows of no action that any
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.



     (h) The Company will deliver or cause to be delivered all opinions, certificates, letters and
other instruments and documents required to be delivered by the Company pursuant to this Bond
Purchase Agreement.



     (i) The Financing Documents and this Bond Purchase Agreement, when executed and delivered,
will be legal, valid, binding and enforceable obligations of the Company, 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.



     (j) The Company has authorized and consents to the use of the Official Statement by the
Underwriter. The information with respect to the Company included or incorporated by reference in
Appendix A to the Preliminary Official Statement and the descriptions contained



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therein of the Indenture and the Financing Documents and the Company’s participation in the
transactions contemplated thereby, with such additions or amendments as heretofore have been agreed
upon between the Authority, the Company and the Underwriter and which are reflected in the Official
Statement, are correct and do not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein in light
of circumstances under which they were made not misleading except that the Company makes no
representation as to (A) the information contained in Appendix D of each of the Preliminary
Official Statement and the Official Statement or the information contained in each of the
Preliminary Official Statement and the Official Statement under the captions “INTRODUCTION — The
Authority”, “THE AUTHORITY”, “THE BONDS — Book Entry Only System”, “TAX MATTERS” and “UNDERWRITING”
or (B) the information with respect to DTC and its book-entry system. The financial statements
included in Appendix B to each of the Preliminary Official Statement and the Official Statement
have been prepared in accordance with generally accepted accounting principles as applied in the
case of rate-regulated public utilities, comply with the Uniform System of Accounts and ratemaking
practices prescribed by the DPUC (except as otherwise disclosed in the notes to such financial
statements) and fairly present the financial position, results of operations, retained earnings and
statements of cash flows of the Company at the respective dates and for the respective periods
indicated.



     (k) There has been no material adverse change in the business, properties, operations or
financial condition of the Company, taking into account season revenue fluctuations, from that
shown or incorporated by reference in the Official Statement.



     (l) The representations and warranties of the Company contained in Section 2.2 of the Loan
Agreement are true and correct as of the date hereof.



     (m) The Company has obtained all approvals required in connection with the execution and
delivery of, and performance by the Company of its obligations under, this Bond Purchase Agreement
and the Financing Documents.



     (n) Any certificate signed by an officer of the Company and delivered to the Underwriter at
the time of the purchase and sale of the Bonds shall be deemed a representation and warranty by the
Company to the Underwriter as to the statements made therein.



     (o) The Company deems the Preliminary Official Statement to be final as of its date for
purposes of Rule 15c2-12 of the SEC.



     (p) No material event of default or event which, with notice or lapse of time or both, would
constitute a material event of default or default under any material agreement or material
instrument to which the Company is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject has occurred and is continuing.



     (q) The Company will undertake, pursuant to the Disclosure Agreement, to provide certain
annual financial information and notices of the occurrence of certain events, if material. A
description of this undertaking is set forth in the Preliminary Official Statement and will be set
forth in the Official Statement.



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     6. The Company agrees to indemnify and hold harmless the Authority, the Underwriter, any
member, officer, official, employee or agent of the Authority or the State or the Underwriter, and
each person, if any, who controls the Underwriter within the meaning of Section 15 of the
Securities Act, as amended (for purposes of this paragraph, collectively the “Indemnified
Parties”), to the extent permitted under the applicable law, against any and all losses, claims,
damages, liabilities or expenses whatsoever, joint or several, caused by (1) any breach of any
representation or warranty made by the Company in this Bond Purchase Agreement or the Financing
Documents or (2) any untrue statement or misleading statement or allegedly misleading statement of
a material fact contained in the Official Statement or caused by any omission or alleged omission
from the Official Statement of any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading, except insofar
as such losses, claims, damages, liabilities or expenses are caused by any such untrue or
misleading statement or omission or allegedly untrue or misleading statement or omission in the
information contained under the captions “INTRODUCTION — The Authority”, “THE AUTHORITY”, “THE
BONDS — Book Entry Only System”, “TAX MATTERS” and “UNDERWRITING” or in Appendix D thereto (except
to the extent that the information set forth in such section is premised on facts and
representations made in writing by the Company); provided, however, that in the case of clause (2)
above such indemnity shall not inure to the benefit of the Underwriter (or any person controlling
the Underwriter or any officer or employee of the Underwriter) if (i) the Company has caused to be
delivered to the Underwriter on a timely basis sufficient quantities of the Official Statement, as
amended or supplemented, and (ii) a copy of the Official Statement, as then so amended or
supplemented, was not sent or given by or on behalf of the Underwriter to the person asserting such
loss, claim, damage, liability or expense prior to or with written confirmation of the sale of such
Bonds to such person by the Underwriter, and (iii) the receipt of the Official Statement, as then
so supplemented or amended, would have been a valid defense to the loss, claim, damage, liability
or expense asserted. This indemnity agreement shall not be construed as a limitation on any other
liability which the Company may otherwise have to any Indemnified Party.



     The Underwriter agrees to indemnify and hold harmless the Authority and the Company, and each
director, officer or employee of the Authority and the Company, and each person who controls either
of them within the meaning of Section 15 of the Securities Act (for purposes of this paragraph, an
“Indemnified Party”) to the same extent as the foregoing indemnity from the Company to the
Underwriter, but only with reference to written information furnished to the Authority or the
Company by or on behalf of the Underwriter specifically for inclusion in the Official Statement
under the caption “UNDERWRITING”. This indemnity agreement shall not be construed as a limitation
on any other liability which the Underwriter may otherwise have to any Indemnified Party.



     An Indemnified Party will, promptly after receiving notice of the commencement of any action
against such Indemnified Party in respect of which indemnification may be sought against the
Company or the Underwriter, as the case may be (in any case the “Indemnifying Party”), notify the
Indemnifying Party in writing of the commencement of the action, enclosing a copy of all papers
served, but the omission so to notify the Indemnifying Party of any such action shall not relieve
the Indemnifying Party of any liability which it may have to any Indemnified Party otherwise than
under this Section. If such action is brought against an Indemnified Party and



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such Indemnified Party notices the Indemnifying Party of its commencement, the Indemnifying
Party may, or if so requested by the Indemnified Party shall, participate in it or assume its
defense, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the
Indemnifying Party to the Indemnified Party of an election to assume the defense, the Indemnifying
Party will not be liable to the Indemnified Party under this Section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the defense other than
reasonable costs of investigation subsequently incurred by the Indemnified Party in connection with
the defense thereof. Until the Indemnifying Party assumes the defense of any such action at the
request of the Indemnified Party, the Indemnifying Party may participate at its own expense in the
defense of the action. If the Indemnifying Party does not employ counsel to have charge of the
defense or if any Indemnified Party reasonably concludes that there may be defenses available to it
or them which are different from or in addition to those available to the Indemnifying Party or the
Indemnified Party and the Indemnifying Parties may have conflicting interests which would make it
inappropriate for the same counsel to represent both of them, reasonable legal and other expenses
incurred by such Indemnified Party will be paid by the Indemnifying Party and the Indemnifying
Party shall not have the right to direct the defense of such action on behalf of such Indemnified
Party (it being understood, however, that the Indemnifying Party shall not be liable for the
expenses of more than one separate counsel (in addition to local counsel) approved by the
Underwriter in the case of paragraph (a) representing all Indemnified Parties who are parties to
such action). Any obligation under this Section 5 of an Indemnifying Party to reimburse an
Indemnified Party for expenses includes the obligation to reimburse the Indemnified Party to cover
such expenses in reasonable amounts and at reasonable periodic intervals upon receipt by the
Indemnifying Party of an invoice for such expenses not more often than monthly as requested by the
Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for
any settlement of any action or claim effected without its consent, which consent shall not be
unreasonably withheld.



     In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for above is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company or Underwriter on grounds of policy or otherwise, the
Company and the Underwriter shall contribute to the total losses, claims, damages and liabilities
(including reasonable legal or other expenses of investigation or defense) to which they may be
subject (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company and the Underwriter from the offering of the Bonds or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company and the Underwriter in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The respective relative benefits received by the Company and the Underwriter shall
be deemed to be in the same proportion as the proceeds from the sale (i.e., the principal amount of
the Bonds) bears to the discount or fee in connection with such sale received by the Underwriter as
an underwriting fee, as set forth in Section 12 hereof. The relative fault of the Company and the
Underwriter shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriter and the parties’ relative
intent, knowledge, access to information and opportunity to



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correct or prevent such statement or omission. However, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section, each person who controls the Underwriter within the meaning of Section 15 of the
Securities Act will have the same rights to contribution as the Underwriter, and each person who
controls the Company within the meaning of Section 15 of the Securities Act and each officer and
each director of the Company will have the same rights to contribution as the Company, subject to
the foregoing sentence. Any party entitled to contribution will, promptly after receiving notice
of commencement of any action, suit or proceeding against such party in respect of which a claim
for contribution may be made under this paragraph, notify each party from whom contribution may be
sought, but the omission to notify such party shall not relieve any party from whom contribution
may be sought from any other obligation it may have otherwise than pursuant to this paragraph.



     7. The Company’s obligations hereunder, except those contained in Sections 6 and 12, will be
conditioned upon the approval by the DPUC of the issuance of the Note, the loan under the Agreement
and the transactions of the Company contemplated by the Financing Documents; the purchase of and
payment for the Bonds in accordance herewith on the Closing Date; the performance of the
obligations of the Authority and the Underwriter not dependant on the performance of the Company;
and the delivery to the Authority of the approving opinion of Winston & Strawn LLP, Bond Counsel,
in form and substance substantially in the form set forth as Appendix D to the Official Statement.



     8. The Authority’s obligation to deliver the Bonds and to accept payment therefor are subject
to the performance of the obligations of the Company and the Underwriter not dependent on the
performance of the Authority, and will be conditioned upon the approval by the DPUC of the issuance
of the Note, the loan under the Agreement and the transactions of the Company contemplated by the
Financing Documents; the purchase of and payment for the Bonds in accordance herewith on the
Closing Date; the delivery by the Underwriter to the Authority of a certificate substantially in
the form of Schedule I to the Tax Regulatory Agreement; and the delivery to the Authority of the
approving opinion of Winston & Strawn LLP, Bond Counsel, in form and substance substantially in the
form set forth as Appendix D to the Official Statement, and will be subject to the further
condition that all documents, certificates, opinions and other items to be delivered at the closing
pursuant hereto and as otherwise may reasonably be requested by Bond Counsel not be unsatisfactory
in form and substance to Bond Counsel.



     9. The Underwriter’s obligations hereunder to purchase and pay for the Bonds will be subject
to (i) the approval by the DPUC of the issuance of the Note, the loan under the Agreement and the
transactions of the Company contemplated by the Financing Documents, (ii) the performance by the
Authority of its obligations to be performed hereunder at or prior to the Closing Date, (iii) the
performance by the Company of its obligations to be performed hereunder at or prior to the Closing
Date, (iv) the continued accuracy in all material respects of the representations and warranties of
the Authority and the Company contained herein and in the Agreement as of the date hereof and as of
the Closing Date, and (v) in the reasonable judgment of the Underwriter, the following conditions:



9









 





     (a) After the date hereof, no litigation may be threatened or pending in any court (i) seeking
to restrain or enjoin the issuance or delivery of the Bonds or the payment, collection or
application of the proceeds thereof or moneys and securities pledged or to be pledged under the
Indenture, or (ii) in any way questioning or affecting the validity of the Bonds or any provisions
of the Indenture, the Financing Documents or this Bond Purchase Agreement or any proceedings taken
by the Authority with respect to the foregoing, or (iii) questioning the Authority’s creation,
organization or existence or the titles to office of any of its officers authorized under the
Resolution, or its power to lend or provide money in connection with the Project as referred to in
the Indenture and the Agreement, or (iv) questioning the Company’s power to enter into and perform
the Financing Documents or this Bond Purchase Agreement;



     (b) The market value of the Bonds has not been adversely affected by reason of the fact that
between the date hereof and the Closing Date:




     (1) legislation has been enacted by the Congress or recommended to the Congress for
passage by the President of the United States, or favorably reported for passage to either
House of the Congress by any Committee of such House to which such legislation has been
referred for consideration, or




     (2) a decision has been rendered by a Court of the United States, or the United States
Tax Court, or




     (3) an order, ruling, regulation or official statement has been made by the Treasury
Department of the United States or the Internal Revenue Service,


with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such
revenues or other income as would be derived by the Authority under the Agreement or such interest
on the Bonds as would be received by the true owners and holders thereof, other than a person who,
within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
is a “substantial user” or “related person”;




     (c) The market value of the Bonds has not in the opinion of the Underwriter been materially
adversely affected by reason of the fact that between the date hereof and the Closing Date any
legislation, ordinance, rule or regulation has been introduced in or enacted by any governmental
body, department or agency in the State, or a decision has been rendered by any court of competent
jurisdiction within the State with the purpose or effect, directly or indirectly, of imposing state
income taxation upon such revenues or other income as would be derived by the Authority under the
Agreement or such interest on the Bonds as would be received by the true owners and holders
thereof;



     (d) No stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission may have been issued or made after the date hereof to the effect
that the issuance, offering or sale of obligations of the general character of the Bonds, or the
Bonds, as contemplated hereby or by the Official Statement, is in violation or would be in
violation unless registered or otherwise qualified under any provisions of the Securities Act of



10









 







1933, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as
then in effect;



     (e) After the date hereof, no legislation may have been introduced in or enacted by the House
of Representatives or the Senate or the Congress of the United States of America, nor shall a
decision by a court of the United States of America have been rendered, or a ruling, regulation or
official statement by or on behalf of the Securities and Exchange Commission or other governmental
agency having jurisdiction of the subject matter have been made or proposed to the effect that
obligations of the general character of the Bonds, or the Bonds, are not exempt from registration,
qualification or other requirements of the Securities Act of 1933, as amended and as then in
effect, or of the Securities Act of 1934, as amended and then in effect, or of the Trust Indenture
Act of 1939, as amended and as then in effect;



     (f) (i) No event shall have occurred after the date hereof, which, in the opinion of the
Underwriter, makes untrue, incorrect or inaccurate, in any material respect, any statement or
information contained or incorporated by reference in the Official Statement (including the
Appendices thereto), or which is not reflected in the Official Statement but should be reflected
therein for the purpose for which the Official Statement is to be used in order to make the
statements and information contained therein in light of the circumstances under which they were
made not misleading in any material respect, and (ii) there shall be no material adverse change
(not in the ordinary course of business) in the condition of the Company from that set forth in or
incorporated by reference in the Official Statement and the Appendix A thereto;



     (g) In the judgment of the Underwriter, the market price of the Bonds, or the market price
generally of obligations of the general character of the Bonds, shall not have been adversely
affected because: (a) additional material restrictions not in force as of the date hereof shall
have been imposed upon trading in securities generally by any governmental authority or by any
national securities exchange; (b) the New York Stock Exchange, Inc. or other national securities
exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any
material restrictions not now in force, or increase materially those now in force, with respect to
the extension of credit by, or the charge to the net capital requirements of, underwriters; (c) a
general banking moratorium shall have been established by federal, New York or Connecticut
authorities; or (d) a war involving the United States of America shall have been declared, or any
other national calamity shall have occurred, or any conflict involving the armed forces of the
United States of America has escalated to such a magnitude as to materially adversely affect the
Underwriter’s ability to market the Bonds;



     (h) All matters relating to this Bond Purchase Agreement, the Bonds and the sale thereof, the
Indenture, the Financing Documents and the consummation of the transactions contemplated by this
Bond Purchase Agreement must be approved by the Underwriter but such approval may not be
unreasonably withheld; and



     (i) At or prior to the Closing Date the Underwriter must have received the following
documents:




     (1) Certified copies of the executed Financing Documents and the Indenture.



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     (2) The legal opinions of the following, dated the Closing Date, in the form and
substance satisfactory to Bond Counsel and the Underwriter:




     (A) Murtha Cullina LLP, counsel to the Company.




     (B) Day Pitney LLP, counsel to the Trustee.




     (C) Winston & Strawn LLP, Bond Counsel, substantially in the form set forth as
Appendix D to the Official Statement.




     (D) Winston & Strawn LLP, Bond Counsel, concerning supplementary matters.




The respective forms of such opinions above are subject, in each case, only to such changes
therein as counsel to the Underwriter approve;




     (3) The legal opinion of Shipman, Sosensky, Randich & Marks, LLC, counsel to the
Underwriter, addressed to the Underwriter in the form and substance satisfactory to the
Underwriter;




     (4) A certificate of an Authorized Representative of the Authority, dated the Closing
Date, to the effect that (i) on and as of the Closing Date, each of the representations and
warranties of the Authority set forth in Section 4 hereof is true, accurate and complete and
all agreements of the Authority herein provided and contemplated to be performed on or prior
to the Closing Date have been so performed; (ii) the executed copies of the Financing
Documents and the certified copies of the Resolution authorizing the Bonds are true, correct
and complete copies of such documents and have not been modified, amended, superseded or
rescinded but remain in full force and effect as of the Closing Date; (iii) the Bonds have
been duly authorized, executed and delivered by the Authority; (iv) this Bond Purchase
Agreement, the Indenture and the Financing Documents and any and all other agreements and
documents required to be executed and delivered by the Authority in order to carry out, give
effect to and consummate the transactions contemplated hereby and by the Indenture have each
been duly authorized, executed and delivered by the Authority, and as of the Closing Date
each is in full force and effect and substantially all right, title and interest inuring to
the Authority under the Agreement has been duly pledged, and the loan payments thereunder
assigned, to the Trustee under the Indenture for the benefit of the holders of the Bonds;
(v) no litigation is pending or threatened to restrain or enjoin the issuance or sale of the
Bonds or in any way contesting the validity or affecting the authority for the issuance of
the Bonds, the authorization, execution or performance of the Indenture and the Financing
Documents, or the existence or powers of the Authority or the right of the Authority to
finance the Project; and (vi) the Treasurer of the State has approved all matters and
resolutions of the Authority required by the Act to be approved by the Treasurer with
respect to the issuance, sale and delivery of the Bonds;



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     (5) A certificate of the Chairman, President and Chief Executive Officer, Vice
President-Finance, Chief Financial Officer and Treasurer, any Vice President, Assistant
Treasurer or Secretary of the Company, dated the Closing Date, as to the due incorporation,
valid existence of the Company under the laws of the State, and the due authorization,
execution and delivery by the Company of this Bond Purchase Agreement and the Financing
Documents and annexing resolutions of the Board of Directors or Executive Committee or both
with respect to such authorizations;




     (6) A certificate of the Chairman, President and Chief Executive Officer, Vice
President-Finance, Chief Financial Officer and Treasurer, any Vice President, Assistant
Treasurer or Secretary of the Company, dated the Closing Date, certifying severally that (i)
the Company does not have any material contingent obligations or any material contractual
agreements which are not disclosed or incorporated by reference in the Official Statement,
(ii) so far as is known to the Company, there are no material pending or threatened legal
proceedings to which the Company is or may be made a party or to which any of its property
is or may become subjugated, which has not been fully disclosed or incorporated by reference
in the Official Statement, (iii) there is no action or proceeding pending, or to its best
knowledge threatened, looking toward the dissolution or liquidation of the Company and there
is no action or proceeding pending, or to its best knowledge threatened, by or against the
Company affecting the validity and enforceability of the terms of the Financing Documents or
this Bond Purchase Agreement, (iv) since December 31, 2006 there has been no material
adverse change in the financial condition of the Company, taking into account seasonal
revenue fluctuations, not disclosed or incorporated by reference in the Official Statement,
and (v) the representations and warranties of the Company contained herein are true,
complete and correct as of the Closing Date, with the same effect as if those
representations and warranties had been made on and as of such date;




     (7) A certificate, satisfactory in form and substance to the Underwriter, of one or
more duly authorized officers of the Trustee, dated the Closing Date, as to the due
execution and delivery of the Indenture and the Disclosure Agreement by the Trustee and the
due authentication and delivery of the Bonds by the Trustee thereunder;




     (8) Letters from Standard & Poor’s Ratings Service, the rating agency, indicating that
the rating for the Bonds is no less than “A”;




     (9) A letter from PricewaterhouseCoopers LLP, independent auditors for the Company,
dated the Closing Date and addressed to the Underwriter;




     (10) A copy of the order of the DPUC approving the issuance of the Bonds and the
transactions of the Company contemplated by the Financing Documents;




     (11) Certificates evidencing that the insurance required to be obtained pursuant to the
Agreement is in place;




     (12) A letter or other written evidence satisfactory to Bond Counsel that the State
Treasurer has approved the issuance of the Bonds in accordance with the Act;



13









 






     (13) A letter or other written evidence satisfactory to Bond Counsel that an elected
official has approved the issuance of the Bonds in accordance with the applicable provisions
of the Code; and




     (14) Such additional certificates, instruments or other documents as the Underwriter
may reasonably require to evidence the accuracy, as of the Closing Date, of the
representations and warranties herein contained, and the due performance and satisfaction by
the Company at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by any one or all of them in connection with this Bond
Purchase Agreement, the Financing Documents or the Indenture.



     In addition:



     The Authority hereby represents that the Preliminary Official Statement, with such additions
and amendments as have been heretofore agreed upon between the Authority and the Underwriter, is
deemed final as of the date thereof, except for the omission of offering prices, interest rates,
selling compensation, aggregate principal amount, principal amount per maturity, delivery dates,
ratings and other terms of the Bonds depending on such matters. Such representation is made in
reliance upon the Company’s representation herein that material relating to the Company included in
the Preliminary Official Statement is true and correct. The Company has contracted with a printer
acceptable to the Underwriter for the delivery to the Underwriter at Company’s expense of the
number of copies requested by the Underwriter of the Official Statement and will cooperate with the
Underwriter to secure the delivery thereof with reasonable promptness and within seven business
days. The Underwriter agrees to file a copy of such Official Statement with a nationally
recognized municipal securities information repository within five (5) days after such final
Official Statements are made available to the Underwriter and to advise the Authority as to the
location and time of such filing. Should the Underwriter require additional copies of the Official
Statement, the Authority agrees to cooperate with the Underwriter in obtaining such copies at
Company’s expense if such request is made within 90 days from the date hereof and at the
Underwriter’s expense if such request is made thereafter. The Underwriter has taken and will
continue to take action to comply with the Securities Exchange Commission Municipal Securities
Disclosure Rule, 17 C.F.R. §240.15c2-12 and the provisions of this paragraph shall survive the
expiration hereof to the extent necessary for such purpose.



     Except as provided in Sections 6 and 12 hereof, if the Authority or the Company shall fail or
be unable to satisfy the conditions of their obligations contained in this Bond Purchase Agreement,
or if the Underwriter’s obligations hereunder shall be terminated for any reason permitted by this
Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Authority nor
the Underwriter nor the Company shall be under any further obligation hereunder.



     SIMULTANEOUSLY WITH OR BEFORE DELIVERY OF THE BONDS, THE UNDERWRITER SHALL FURNISH TO THE
AUTHORITY A CERTIFICATE SUBSTANTIALLY IN FORM ATTACHED TO THE TAX REGULATORY AGREEMENT ACCEPTABLE
TO BOND COUNSEL TO THE EFFECT THAT (I) THE UNDERWRITER HAS MADE A BONA FIDE PUBLIC
OFFERING OF THE BONDS TO THE PUBLIC AT



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INITIAL OFFERING PRICES NOT GREATER THAN THE RESPECTIVE PRICES SHOWN ON THE COVER OF THE
OFFICIAL STATEMENT, OR IN THE CASE OF DISCOUNT OBLIGATIONS SOLD ON A YIELD BASIS, AT YIELDS NO
LOWER THAN THOSE SHOWN ON THE COVER, INCLUDING INTEREST ACCRUED ON THE BONDS FROM THE DATE THEREOF,
AND (II) A SUBSTANTIAL AMOUNT OF THE FINAL AMOUNT OF EACH MATURITY OF THE BONDS WAS SOLD TO THE
FINAL PURCHASER THEREOF (NOT INCLUDING BOND HOUSES AND BROKERS OR SIMILAR PERSONS OR ORGANIZATIONS
ACTING IN THE CAPACITY OF UNDERWRITER OR WHOLESALERS) AT PRICES NOT GREATER THAN SUCH OFFERING
PRICES OR YIELDS. Bond Counsel advises that (i) such certificate must be made on the best
knowledge, information and belief of the Underwriter, (ii) the sale to the public of 10% or more of
each maturity of the Bonds at prices or yields not greater than the Initial Offering Prices or
Yields would be sufficient for the purpose of certifying as to the sale of a substantial amount of
the Bonds, and (iii) reliance on other facts as a basis for such certification would require
evaluation by Bond Counsel to assure compliance with the statutory requirement.



     10. The Authority and the Company agree that all representations, warranties and covenants
made by them herein, and in certificates or other instruments delivered pursuant hereto or in
connection herewith, shall be deemed to have been relied upon by the Underwriter notwithstanding
any investigation heretofore or hereafter made by the Underwriter on its behalf, and that all
representations, warranties and covenants made by the Authority and the Company herein and therein
and all of the Underwriter’s rights hereunder and thereunder shall survive the delivery of the
Bonds.



     11. The Underwriter has received reasonable assurances that the Company will comply with its
written undertaking, set forth in Section 6.11 of the Agreement and in the Disclosure Agreement, to
provide certain required disclosure information to the Trustee, as dissemination agent, for the
benefit of the bondholders and that procedures are, or will be, in place such that the Trustee, as
dissemination agent, will receive prompt notice of any material event or Company’s failure, in any
material respect, to comply with its undertaking.



     12. The Authority shall pay, but only from proceeds of the Bonds or moneys to be provided by
the Company, any expenses incident to the performance of its obligations hereunder including but
not limited to (a) the cost of the preparation and printing (for distribution on or prior to the
date hereof) of the Financing Documents, the Indenture, the Preliminary Official Statement and the
final Official Statement (in such numbers as the Authority, the Company and the Underwriter shall
mutually agree upon), and this Bond Purchase Agreement; (b) the cost of the preparation and
printing of the Bonds; (c) the fees and disbursements of Winston & Strawn LLP, Bond Counsel; (d)
the fees of any other attorneys, experts or consultants retained by the Authority; and (e) any fee
to the rating agencies.



     The Underwriter shall pay (a) the cost of the preparation and printing of the Blue Sky Survey,
if any; (b) all advertising expenses in connection with the public offering of the Bonds; (c) the
fees and disbursements of Shipman, Sosensky, Randich & Marks, LLC, counsel to the Underwriter,
subject to reimbursement by the Company; and (d) all other expenses incurred by the Underwriter in
connection with their public offering and distribution of the Bonds, including the fees and
disbursements of all attorneys, experts and consultants retained by them.



15









 





     On or prior to the Closing Date, the Company shall pay the fees and disbursements of the
Underwriter in the aggregate amount of $458,500.



     13. All communications hereunder shall be in writing and, unless otherwise directed in
writing, shall be addressed as follows: if to the Authority at 999 West Street, Rocky Hill,
Connecticut 06067, Attention: Executive Director; if to the Company at 93 West Main Street,
Clinton, Connecticut 06413, Attention: Vice President-Finance, Chief Financial Officer and
Treasurer; if to the Underwriter at 12555 Manchester Road, St. Louis, Missouri 63131, Attention:
Tom Lally, Director.



     14. This Bond Purchase Agreement shall be construed and enforceable in accordance with the
laws of the State of Connecticut.



     15. All terms used but not defined herein shall have the meanings set forth in the Official
Statement.



     16. This Bond Purchase Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered shall be an original; but such counterparts shall together
constitute but one and the same Bond Purchase Agreement.



     17. In case any one or more of the provisions contained in this Bond Purchase Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Bond Purchase
Agreement, but this Bond Purchase Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.



     18. This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Underwriter, the Authority and the Company. This Agreement may be signed in several
counterparts each of which shall be an original and all of which shall constitute but one and the
same instrument.



	 	 	 	 	 	 	 
	 	 	CONNECTICUT DEVELOPMENT AUTHORITY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Representative
	 	 






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	 	 	THE CONNECTICUT WATER COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David C. Benoit
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David C. Benoit, Vice President-Finance, 
CFO
and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	EDWARD D. JONES & CO, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Lally	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tom Lally, Director	 	 







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