##### 



Exhibit 4.26
 [EXECUTION COPY]
   CONNECTICUT DEVELOPMENT AUTHORITY
 to
 U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
 INDENTURE OF TRUST
 Dated as of October 1, 2005
 Connecticut Development Authority
$10,000,000 Water Facilities Revenue Bonds
(The Connecticut Water Company Project  2005A Series)




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##### 



Exhibit 4.26
 TABLE OF CONTENTS
 PageParties and Preambles
    
    
    1Form of Bond
    
    
    4ARTICLE IDEFINITIONS AND INTERPRETATIONSection 1.1. Definitions
    
    
    14Section 1.2. Interpretation
    
    
    22ARTICLE IIAUTHORIZATION, TERMS AND ISSUANCE OF BONDSSection 2.1. Authorization for Indenture
    
    
    24Section 2.2. Authorization and Obligation of Bonds
    
    
    24Section 2.3. Issuance and Terms of the Bonds
    
    
    24Section 2.4. Redemption of Bonds
    
    
    27Section 2.5. Execution and Authentication of Bonds
    
    
    29Section 2.6. Delivery of Bonds
    
    
    30Section 2.7. No Additional Bonds
    
    
    30ARTICLE IIIGENERAL TERMS AND PROVISIONS OF BONDSSection 3.1. Date of Bonds
    
    
    31Section 3.2. Form and Denominations
    
    
    31Section 3.3. Legends
    
    
    31Section 3.4. Medium of Payment
    
    
    31Section 3.5. Bond Details
    
    
    31Section 3.6. Interchangeability, Transfer and Registry
    
    
    31Section 3.7. Bonds Mutilated, Destroyed, Stolen or Lost
    
    
    32Section 3.8. Cancellation and Destruction of Bonds
    
    
    32Section 3.9. Requirements With Respect To Transfers
    
    
    32Section 3.10. Registrar
    
    
    33ARTICLE IVAPPLICATION OF BOND PROCEEDS AND OTHER AMOUNTSSection 4.1. Accrued Interest
    
    
    34Section 4.2. Bond Proceeds
    
    
    34Section 4.3. Borrower Contribution
    
    
    34ARTICLE VCUSTODY AND INVESTMENT OF FUNDSSection 5.1. Creation of Funds
    
    
    35Section 5.2. Project Fund
    
    
    35Section 5.3. Debt Service Fund
    
    
    37Section 5.4. Rebate Fund
    
    
    39Section 5.5. Renewal Fund
    
    
    39Section 5.6. Investment of Funds and Accounts
    
    
    39Section 5.7. Non-presentment of Bonds
    
    
    40ARTICLE VIREDEMPTION OF BONDSSection 6.1. Privilege of Redemption and Redemption Price
    
    
    40Section 6.2. Selection of Bonds to be Redeemed
    
    
    40Section 6.3. Notice of Redemption
    
    
    40




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Exhibit 4.26
 PageSection 6.4. Payment of Redeemed Bonds
    
    
    41Section 6.5. Notice to Authority and Borrower of Deceased Bondholder Redemption
    
    
    41Section 6.6. Cancellation of Redeemed Bonds
    
    
    41ARTICLE VIIPARTICULAR COVENANTSSection 7.1. No Pecuniary Liability on Authority or Officers
    
    
    42Section 7.2. Payment of Principal, Redemption Price, if any, and Interest
    
    
    42Section 7.3. Performance of Covenants
    
    
    42Section 7.4. Further Assurances
    
    
    42Section 7.5. Inspection of Project Books
    
    
    42Section 7.6. Rights under Financing Documents
    
    
    43Section 7.7. Creation of Liens, Indebtedness
    
    
    43Section 7.8. Recording and Filing
    
    
    43ARTICLE VIIIREMEDIES OF BONDHOLDERSSection 8.1. Events of Default; Acceleration of Due Dates
    
    
    44Section 8.2. Enforcement of Remedies
    
    
    45Section 8.3. Application of Revenue and Other Moneys After Default
    
    
    46Section 8.4. Actions by Trustee
    
    
    47Section 8.5. Majority Bondholders Control Proceedings
    
    
    47Section 8.6. Individual Bondholder Action Restricted
    
    
    47Section 8.7. Effect of Discontinuance of Proceedings
    
    
    47Section 8.8. Remedies Not Exclusive
    
    
    47Section 8.9. Delay or Omission Upon Default
    
    
    48Section 8.10. Notice of Default
    
    
    48Section 8.11. Waivers of Default
    
    
    48ARTICLE IXTRUSTEE AND PAYING AGENTSSection 9.1. Appointment and Acceptance of Duties
    
    
    49Section 9.2. Indemnity
    
    
    49Section 9.3. Responsibilities of Trustee
    
    
    49Section 9.4. Compensation
    
    
    50Section 9.5. Evidence on Which Trustee May Act
    
    
    50Section 9.6. Evidence of Signatures of Owners of the Bonds and Ownership of Bonds
    
    
    51Section 9.7. Trustee and any Paying Agent, May Deal in Bonds and With Borrower
    
    
    51Section 9.8. Resignation or Removal of Trustee
    
    
    51Section 9.9. Successor Trustee
    
    
    52Section 9.10. Appointment and Responsibilities of Paying Agent
    
    
    53Section 9.11. Resignation or Removal of Paying Agent; Successors
    
    
    53Section 9.12. Monies Held for Particular Bonds
    
    
    54Section 9.13. Continuation Statements
    
    
    54Section 9.14. Obligation to Report Defaults
    
    
    54Section 9.15. Payments Due on non-Business Day
    
    
    54Section 9.16. Appointment of Co-Trustee
    
    
    54Section 9.17. Project Description
    
    
    55ARTICLE XAMENDMENTS OF INDENTURESection 10.1. Limitation on Modifications
    
    
    56Section 10.2. Supplemental Indentures Without Consent of Owners of the Bonds
    
    
    56Section 10.3. Supplemental Indentures With Consent of Owners of the Bonds
    
    
    57Section 10.4. Supplemental Indenture Part of the Indenture
    
    
    58




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Exhibit 4.26
 PageARTICLE XIAMENDMENTS OF FINANCING DOCUMENTSSection 11.1. Rights of Borrower
    
    
    59Section 11.2. Amendments of Financing Documents Not Requiring Consent of Owners of the Bonds
    
    
    59Section 11.3. Amendments of Financing Documents Requiring Consent of Owners of the Bonds
    
    
    59ARTICLE XIIDISCHARGE OF INDENTURESection 12.1. Defeasance
    
    
    60ARTICLE XIIIGENERAL PROVISIONSSection 13.1. Notices
    
    
    61Section 13.2. Covenant Against Discrimination
    
    
    61Section 13.3. Rights of Bond Insurer
    
    
    61Section 13.4. Bond Insurer Consent
    
    
    62Section 13.5. Notices to the Bond Insurer
    
    
    62Section 13.6. Parties Interested Herein
    
    
    62Section 13.7. Bond Insurer as Third Party Beneficiary
    
    
    62Section 13.8. Effective Date; Counterparts
    
    
    62Section 13.9. Date for Identification Purposes Only
    
    
    62Section 13.10. Separability of Invalid Provisions
    
    
    63
 APPENDICES




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##### 



Exhibit 4.26
 THIS INDENTURE OF TRUST CONNECTICUT
DEVELOPMENT AUTHORITY U.S. BANK NATIONAL ASSOCIATION
 WITNESSETH THAT:
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS




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##### 



Exhibit 4.26
  WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 - 2 -




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Exhibit 4.26
  No. R-
    
    
    
    $10,000,000
 NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY THEREOF IS OBLIGATED TO PAY, AND NEITHER
THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
THEREOF IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON
THIS BOND.
 CONNECTICUT DEVELOPMENT AUTHORITY
WATER FACILITIES REVENUE BOND
(THE CONNECTICUT WATER COMPANY PROJECT  2005A SERIES)
         Payment of Principal and Interest
 - 3 -




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Exhibit 4.26
   Authorization and Purpose
 Pledge and Security
 Event of Default
 General Optional Redemption
 - 4 -




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##### 



Exhibit 4.26
  Extraordinary Optional Redemption
 Mandatory Taxability Redemption
 Deceased Bondholder Redemption
 - 5 -




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##### 



Exhibit 4.26
  Extraordinary Mandatory Redemption
 Optional Public Purpose Redemption
 Extraordinary Optional Redemption Without Premium to Preserve Tax Exempt Status of the
Bonds
 Selection of Bonds to be Redeemed
 Notice of Redemption
   Transfer of Bonds
 - 6 -




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Exhibit 4.26
  Amendment of Indenture
 Limitation on Bondholder Enforcement Rights
 Special Obligations of the Authority
 Estoppel Clause
  - 7 -




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##### 



Exhibit 4.26
  No Personal Liability
 Authentication
 Authorized Denomination
 Persons Deemed Owners
 - 8 -




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##### 



Exhibit 4.26
  CONNECTICUT DEVELOPMENT AUTHORITYBy :
    
    /s/ Karin A. LawrenceKarin A. LawrenceAuthorized Representative
 - 9 -




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Exhibit 4.26
     U.S. BANK NATIONAL ASSOCIATION, TrusteeBy:
    
    /s/ Cauna SilvaCauna M. Silva
  Vice PresidentU.S. BANK NATIONAL ASSOCIATION,
Paying AgentBy:
    
    /s/ Cauna M. SilvaCauna M. Silva
  Vice President
 - 10 -




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Exhibit 4.26
 STATEMENT OF INSURANCE
      FINANCIAL GUARANTY INSURANCE COMPANY
 - 11 -




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##### 



Exhibit 4.26
  ASSIGNMENT
  
  
  
 
    
  
  
 - 12 -




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##### 



Exhibit 4.26
 WHEREAS
 NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS:
 GRANTING CLAUSES
        - 13 -




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##### 



Exhibit 4.26
  TO HAVE AND TO HOLD
 IN TRUST NEVERTHELESS
 PROVIDED, HOWEVER
 THIS INDENTURE OF TRUST FURTHER WITNESSETH
 ARTICLE I
DEFINITIONS AND INTERPRETATION
 Section 1.1. Definitions .
     - 14 -




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##### 



Exhibit 4.26
  A.
    
    Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the Treasury, and
Certificates of Accrual on Treasury Securities (CATS) and Treasury Investment Growth
Receipts (TIGRS) or obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America.B.
    
    Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following federal agencies and provided such obligations are backed by
the full faith and credit of the United States of America (stripped securities are only
permitted if they have been stripped by the agency itself):
 1.
    
    U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership2.
    
    Farmers Home Administration (FmHA)
Certificates of Beneficial Ownership3.
    
    Federal Financing Bank4.
    
    Federal Housing Administration Debentures (FHA)5.
    
    General Services Administration
Participation Certificates6.
    
    Government National Mortgage Association(GNMA or
Ginnie Mae)
GNMA  guaranteed mortgage-backed bonds
GNMA  guaranteed pass-through obligations7.
    
    U.S. Maritime Administration
Guaranteed Title XI financing8.
    
    U.S. Department of Housing and Urban Development(HUD)
Project Notes
Local Authority Bonds
New Communities Debentures  U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds  U.S. government guaranteed
          public housing notes and bonds
 C.
    
    Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed
by any of the following federal agencies which are not backed by the full faith
and credit of the United States of America (stripped securities are only permitted if
they have been stripped by the agency itself):
 1.
    
    Federal Home Loan Bank System
Senior debt obligations2.
    
    Federal Home Loan Mortgage Corporation (FHLMC or
Freddie Mac)
Participation Certificate
Senior debt obligations
 - 15 -




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##### 



Exhibit 4.26
 3.
    
    Federal National Mortgage Association (FNMA or Fannie
Mae)
Mortgage-backed securities and senior debt obligations4.
    
    Student Loan Marketing Association (SLMA or Sallie Mae)
Senior debt obligations5.
    
    Resolution Funding Corp. (REFCORP) obligations6.
    
    Farm Credit System
Consolidated systemwide bonds and notes
 D.
    
    Money market funds registered under the Federal Investment Company Act of 1940,
whose shares are registered under the Federal Securities Act of 1933, and having a
rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moodys rated Aaa, Aa1 or Aa2.E.
    
    Certificates of deposit secured at all times by collateral described in (A)
and/or (B) above. Such certificates must be issued by commercial banks, savings and
loan associations or mutual savings banks. The collateral must be held by a third
party and the bondholders must have a perfected first security interest in the
collateral.F.
    
    Certificates of deposit, savings accounts, deposit accounts or money market
deposits which are fully insured by the Federal Deposit Insurance Corporation (FDIC),
including the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund
(SAIF).G.
    
    Investment Agreements, including Guaranteed Investment Contracts, Forward
Purchase Agreements and Reserve Fund Put Agreements acceptable to the Bond Insurer.H.
    
    Commercial paper rated, at the time of purchase, Prime 1 by Moodys and
A-1 or better by S&P.I.
    
    Bonds or notes issued by any state or municipality which are rated by Moodys
and S&P in one of the two highest rating categories assigned by such rating agencies.J.
    
    Federal funds or bankers acceptances with a maximum term of one year of any
bank which has an unsecured, uninsured and unguaranteed obligation rating of Prime 
1 or A3 or better by Moodys and A-1 or A or better by S&P.K.
    
    Repurchase Agreements (Repos) for 30 days or less must follow the following
criteria. Repos which exceed 30 days must be acceptable to the Bond Insurer.Repos provide for the transfer of securities from a dealer bank or securities firm
(seller/borrower) to a municipal entity (or borrower in a conduit financing
undertaken by such municipal entity) (buyer/lender), and the transfer of cash from a
municipal entity (or borrower in a conduit financing undertaken by such municipal
entity) to the dealer bank or securities firm with an agreement that the dealer bank
or securities firm will repay the cash plus a yield to the municipal entity (or
borrower in a conduit financing undertaken by such municipal entity) in exchange for
the securities at a specified date.
 1.
    
    Repos must be between the municipal entity (or borrower in a
conduit financing undertaken by such municipal entity) and a dealer bank or
securities firm.
 - 16 -




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Exhibit 4.26
 a.
    
    Primary dealers on the Federal Reserve
reporting dealer list which are rated A or better by S&P and A2 or
better by Moodys, orb.
    
    Banks rated A or better by S&P and A2 or
better by Moodys.
 2.
    
    The written repurchase agreement for a Repo must include the
following:
 a.
    
    Securities which are acceptable for transfer
are:
 (1)
    
    Direct obligations of the United
States of America referred to in Section A above, or(2)
    
    Obligations of federal agencies
referred to in Section B above, or(3)
    
    Obligations of FNMA and FHLMC
 b.
    
    The term of the Repos may be up to 30 days.c.
    
    The collateral for the Repos must be delivered
to the municipal entity (or borrower in a conduit financing undertaken
by such municipal entity), trustee (if trustee is not supplying the
collateral) or third party acting as agent for the trustee is (if the
trustee is supplying the collateral) before/simultaneous with payment
(perfection by possession of certificated securities).d.
    
    Valuation of Collateral.
 (1)
    
    the securities must be valued
weekly, marked-to-market at current market price plus
accrued interest.(2)
    
    The value of collateral for the
Repos must be equal to 104% of the amount of cash transferred by
the municipal entity (or borrower in a conduit financing
undertaken by such municipal entity) to the dealer bank or
security firm under the repo plus accrued interest. If the
value of securities held as collateral slips below 104% of the
value of the cash transferred by the municipal entity, then
additional cash and/or acceptable securities must be
transferred. If, however, the securities used as collateral are
FNMA or FHLMC, then the value of collateral must equal 105%.(3)
    
    A legal opinion which must be
delivered to the municipal entity (or borrower in a conduit
financing undertaken by such municipal entity) that states that
the Repo meets guidelines under state law for legal investment
of public funds.
  - 17 -




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Exhibit 4.26
                - 18 -




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##### 



Exhibit 4.26
           - 19 -




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##### 



Exhibit 4.26
        (1)
    
    Any Bonds cancelled by the Trustee because of payment or redemption prior to
maturity or surrendered to the Trustee for cancellation;(2)
    
    any Bond (or portion of a Bond) paid or redeemed or for the payment or
redemption of which there has been separately set aside and held in the Debt Service
Fund either:
 (a)
    
    moneys in an amount sufficient to effect payment of the
principal or applicable Redemption Price thereof, together with accrued
interest on such Bond to the payment or redemption date, which payment or
redemption date shall be, specified in irrevocable instructions given to the
Trustee to apply such moneys to such payment on the date so specified; or(b)
    
    obligations of the kind described in subsection 12.1(B) hereof
in such principal amounts, of such maturities, bearing such interest and
otherwise having such terms and qualifications as shall be necessary to provide
moneys in an amount sufficient to effect payment of the principal or applicable
Redemption Price of such Bond, together with accrued interest on such Bond to
the payment or redemption date, which payment or redemption date shall be
specified in irrevocable instructions given to the Trustee to apply such
obligations to such payment on the date so specified; or(c)
    
    any combination of (a) and (b) above;
 (3)
    
    Bonds in exchange for or in lieu of which other Bonds shall have been
authenticated and delivered under Article III hereof; and
 - 20 -




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Exhibit 4.26
 (4)
    
    any Bond deemed to have been paid as provided in Section 12.1 hereof.
              - 21 -




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Exhibit 4.26
         Section 1.2. Interpretation .
     - 22 -




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##### 



Exhibit 4.26
          - 23 -




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##### 



Exhibit 4.26
 ARTICLE II
AUTHORIZATION, TERMS AND ISSUANCE OF BONDS
 Section 2.1. Authorization for Indenture .
 Section 2.2. Authorization and Obligation of Bonds .
  Section 2.3. Issuance and Terms of the Bonds .
     - 24 -




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Exhibit 4.26
      
 - 25 -




---



##### 



Exhibit 4.26
        - 26 -




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##### 



Exhibit 4.26
   Section 2.4. Redemption of Bonds . General Optional Redemption
 Extraordinary Optional Redemption
 Mandatory Taxability Redemption
  Deceased Bondholder Redemption
 - 27 -




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##### 



Exhibit 4.26
  Extraordinary Mandatory Redemption
 Optional Public Purpose Redemption
 Extraordinary Optional Redemption Without Premium to Preserve Tax Exempt Status of the
Bonds
   - 28 -




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Exhibit 4.26
        Section 2.5. Execution and Authentication of Bonds .
   - 29 -




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##### 



Exhibit 4.26
 Section 2.6. Delivery of Bonds .
     Section 2.7. No Additional Bonds .
 - 30 -




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##### 



Exhibit 4.26
 ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
 Section 3.1. Date of Bonds .
 Section 3.2. Form and Denominations .
 Section 3.3. Legends .
 Section 3.4. Medium of Payment .
 Section 3.5. Bond Details .
 Section 3.6. Interchangeability, Transfer and Registry .
   - 31 -




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##### 



Exhibit 4.26
   Section 3.7. Bonds Mutilated, Destroyed, Stolen or Lost .
 Section 3.8. Cancellation and Destruction of Bonds .
 Section 3.9. Requirements With Respect To Transfers .
 - 32 -




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Exhibit 4.26
 Section 3.10. Registrar .
 - 33 -




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##### 



Exhibit 4.26
 ARTICLE IV
APPLICATION OF BOND PROCEEDS AND OTHER AMOUNTS
 Section 4.1. Accrued Interest .
 Section 4.2. Bond Proceeds .
 (A)
    
    $10,000,000 will be deposited in the Project Account of the
Project Fund.
 Section 4.3. Borrower Contribution .
 - 34 -




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##### 



Exhibit 4.26
 ARTICLE V
CUSTODY AND INVESTMENT OF FUNDS
 Section 5.1. Creation of Funds
 (1)
    
    Project Fund
 (a)
    
    Project Account(b)
    
    Costs of Issuance Account
 (2)
    
    Debt Service Fund
 (a)
    
    Principal and Interest Account(b)
    
    Redemption Account
 (3)
    
    Rebate Fund(4)
    
    Renewal Fund
   Section 5.2. Project Fund
      - 35 -




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Exhibit 4.26
          - 36 -




---



##### 



Exhibit 4.26
        Section 5.3. Debt Service Fund
    - 37 -




---



##### 



Exhibit 4.26
          - 38 -




---



##### 



Exhibit 4.26
 Section 5.4. Rebate Fund
    Section 5.5. Renewal Fund
  Section 5.6. Investment of Funds and Accounts
 - 39 -




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##### 



Exhibit 4.26
   Section 5.7. Non-presentment of Bonds
 ARTICLE VI
REDEMPTION OF BONDS
 Section 6.1. Privilege of Redemption and Redemption Price .
 Section 6.2. Selection of Bonds to be Redeemed .
 Section 6.3. Notice of Redemption .
 - 40 -




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##### 



Exhibit 4.26
  Section 6.4. Payment of Redeemed Bonds .
  Section 6.5. Notice to Authority and Borrower of Deceased Bondholder Redemption .
 Section 6.6. Cancellation of Redeemed Bonds .
  - 41 -




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##### 



Exhibit 4.26
 ARTICLE VII
PARTICULAR COVENANTS
 Section 7.1. No Pecuniary Liability on Authority or Officers .
  Section 7.2. Payment of Principal, Redemption Price, if any, and Interest .
 Section 7.3. Performance of Covenants .
 Section 7.4. Further Assurances .
 Section 7.5. Inspection of Project Books .
 - 42 -




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##### 



Exhibit 4.26
  Section 7.6. Rights under Financing Documents .
 Section 7.7. Creation of Liens, Indebtedness .
 Section 7.8. Recording and Filing .
 - 43 -




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##### 



Exhibit 4.26
 ARTICLE VIII
REMEDIES OF BONDHOLDERS
 Section 8.1. Events of Default; Acceleration of Due Dates .
     shall may shall
 ipso facto
 - 44 -




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Exhibit 4.26
 Section 8.2. Enforcement of Remedies . provided
      - 45 -




---



##### 



Exhibit 4.26
  Section 8.3. Application of Revenue and Other Moneys After Default .
  FIRST
 SECOND
 THIRD
    - 46 -




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##### 



Exhibit 4.26
 Section 8.4. Actions by Trustee .
 Section 8.5. Majority Bondholders Control Proceedings .
 Section 8.6. Individual Bondholder Action Restricted .
  Section 8.7. Effect of Discontinuance of Proceedings .
 Section 8.8. Remedies Not Exclusive .
 - 47 -




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Exhibit 4.26
 Section 8.9. Delay or Omission Upon Default .
 Section 8.10. Notice of Default .
 Section 8.11. Waivers of Default .
 - 48 -




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##### 



Exhibit 4.26
 ARTICLE IX
TRUSTEE AND PAYING AGENTS
 Section 9.1. Appointment and Acceptance of Duties .
  Section 9.2. Indemnity .
  Section 9.3. Responsibilities of Trustee .
 - 49 -




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##### 



Exhibit 4.26
     Section 9.4. Compensation .
 Section 9.5. Evidence on Which Trustee May Act .
  - 50 -




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##### 



Exhibit 4.26
   Section 9.6. Evidence of Signatures of Owners of the Bonds and Ownership of Bonds
    Section 9.7. Trustee and any Paying Agent, May Deal in Bonds and With Borrower .
 Section 9.8. Resignation or Removal of Trustee .
 - 51 -




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Exhibit 4.26
  Section 9.9. Successor Trustee .
    - 52 -




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##### 



Exhibit 4.26
   Section 9.10. Appointment and Responsibilities of Paying Agent .
 Section 9.11. Resignation or Removal of Paying Agent; Successors .
  - 53 -




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##### 



Exhibit 4.26
    Section 9.12. Monies Held for Particular Bonds .
 Section 9.13. Continuation Statements .
 Section 9.14. Obligation to Report Defaults .
 Section 9.15. Payments Due on non-Business Day .
 Section 9.16. Appointment of Co-Trustee .
  - 54 -




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Exhibit 4.26
   Section 9.17. Project Description .
 - 55 -




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##### 



Exhibit 4.26
 ARTICLE X
AMENDMENTS OF INDENTURE
 Section 10.1. Limitation on Modifications .
 Section 10.2. Supplemental Indentures Without Consent of Owners of the Bonds .
          - 56 -




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Exhibit 4.26
 Section 10.3. Supplemental Indentures With Consent of Owners of the Bonds .
     - 57 -




---



##### 



Exhibit 4.26
  Section 10.4. Supplemental Indenture Part of the Indenture .
 - 58 -




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##### 



Exhibit 4.26
 ARTICLE XI
AMENDMENTS OF FINANCING DOCUMENTS
 Section 11.1. Rights of Borrower .
 Section 11.2. Amendments of Financing Documents Not Requiring Consent of Owners of the
Bonds .
 Section 11.3. Amendments of Financing Documents Requiring Consent of Owners of the
Bonds .
  - 59 -




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##### 



Exhibit 4.26
 ARTICLE XII
DISCHARGE OF INDENTURE
 Section 12.1. Defeasance .
  - 60 -




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##### 



Exhibit 4.26
 ARTICLE XIII
GENERAL PROVISIONS
 Section 13.1. Notices .
   Section 13.2. Covenant Against Discrimination .
 Section 13.3. Rights of Bond Insurer .
  - 61 -




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##### 



Exhibit 4.26
   Section 13.4. Bond Insurer Consent
 Section 13.5. Notices to the Bond Insurer .
  Section 13.6. Parties Interested Herein .
 Section 13.7. Bond Insurer as Third Party Beneficiary .
 Section 13.8. Effective Date; Counterparts .
 Section 13.9. Date for Identification Purposes Only .
 - 62 -




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##### 



Exhibit 4.26
 Section 13.10. Separability of Invalid Provisions .
 - 63 -




---



##### 



Exhibit 4.26
 IN WITNESS WHEREOF,
 CONNECTICUT DEVELOPMENT AUTHORITYBy
    
    /s/ Karin A. LawrenceName: Karin A. LawrenceAuthorized RepresentativeU.S. BANK NATIONAL ASSOCIATIONBy
    
    /s/ Cauna M. SilvaName: Cauna M. Silva
Title: Vice President
 - 64 -




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##### 



Exhibit 4.26
 APPENDIX A TO INDENTURE
 REQUISITION
  1.
    
    The number of this requisition is .2.
    
    Payments aggregating  are due to the following persons in the following
amounts for expenditures incurred in connection with the Project:
 Person
    
    Address
    
    Amount
    
    Item
  3.
    
    Payment is due to the Borrower in the total amount of $___in reimbursement for
amounts paid by the Borrower in connection with the Project:
 Amount
    
    Item
  4.
    
    Each amount set forth in paragraphs 2 and 3 hereof has been properly paid or incurred
within the provisions of the Agreement and the Indenture, is a proper charge against the Project
Fund, is unpaid or unreimbursed, and has not been the basis for any previous withdrawal.5.
    
    This requisition and the use of proceeds set forth herein are consistent in all material
respects with the Tax Regulatory Agreement.6.
    
    Ninety-five percent or more of the amount requisitioned is to be applied to costs (a) paid
or incurred not more than sixty (60) days prior to the adoption of the Authoritys inducement
resolution for the Project on May 19, 2004, (b) for the acquisition, construction or reconstruction
of land or property of a character subject to the allowance for depreciation provided in Section
167 of the Internal Revenue Code of 1986, as amended, and (c) which are chargeable to the capital
account of the Project or would be so chargeable either with an election by the Borrower or but for
the election of the Borrower to deduct the amount of the item.




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Exhibit 4.26
  THE CONNECTICUT WATER COMPANYBy:Name:Title: