INDENTURE



 





Exhibit 4.19




Execution Copy




TRUST INDENTURE




by and between




THE CONNECTICUT WATER COMPANY




and




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




Dated as of March 1, 2004




Initial Debenture Bonds:

$12,500,000

The Connecticut Water Company

Variable Rate Taxable Debenture Bonds,

Series 2004




 









 








Exhibit 4.19




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I: INTRODUCTION AND DEFINITIONS
	 	 	1	 
	Section 1.01. Description of this Indenture
	 	 	1	 
	Section 1.02. Definitions
	 	 	1	 
	Section 1.03. Pledge of Funds To Trustee
	 	 	1	 
	ARTICLE II: THE BORROWING
	 	 	3	 
	Section 2.01. The Bonds
	 	 	3	 
	Section 2.02. Application of Bond Proceeds
	 	 	5	 
	Section 2.03. Interest Rates and Interest Payment Provisions
	 	 	6	 
	Section 2.04. Changes in Interest Modes
	 	 	8	 
	Section 2.05. Fixed Rate Conversion
	 	 	8	 
	Section 2.06. Automatic Conversion of Bonds in Flexible Mode to Weekly Mode
	 	 	9	 
	Section 2.07. Drawings on the Credit Facility
	 	 	9	 
	ARTICLE III: PURCHASE AND SALE OF BONDS; TENDER OF BONDS
	 	 	10	 
	Section 3.01. Mandatory Tender of Bonds on Scheduled Issuer Tender Date
	 	 	10	 
	Section 3.02. Mandatory Tender of Bonds on Interest Mode
Adjustment Dates and Flexible Dates
	 	 	11	 
	Section 3.03. Mandatory Tender of Bonds upon Expiration Date,
Termination Date and Substitution Date
	 	 	11	 
	Section 3.04. Notice of Mandatory Tender
	 	 	12	 
	Section 3.05. Payment for Tendered Bonds
	 	 	13	 
	Section 3.06. Optional Tender of Bonds During Daily Mode
	 	 	13	 
	Section 3.07. Optional Tender of Bonds During Weekly Mode
	 	 	13	 
	Section 3.08. Additional Provisions Regarding Optional Tender
	 	 	14	 
	Section 3.09. No Optional Tender in Flexible Mode or Fixed Mode
	 	 	14	 
	Section 3.10. Tender Fund
	 	 	14	 
	Section 3.11. Remarketing of the Bonds
	 	 	15	 
	Section 3.12. Source of Funds for Purchase of Bonds
	 	 	16	 
	Section 3.13. Registration of Tendered Bonds, Purchased Bonds and
Issuer Bonds; Custody of Remarketing Proceeds
	 	 	16	 
	Section 3.14. Demand on the Liquidity Facility; Issuer Bonds
	 	 	17	 
	Section 3.15. No Remarketing of Bonds after Certain Defaults
	 	 	18	 
	Section 3.16. Authorized Denominations
	 	 	18	 
	Section 3.17. Assignment of Credit Facility and Liquidity
Facility on Resignation of Trustee and Paying Agent
	 	 	18	 
	Section 3.18. Priority of Tenders
	 	 	18	 
	Section 3.19. Substitute Credit Facility
	 	 	18	 
	Section 3.20. Substitute Liquidity Facility
	 	 	19	 
	ARTICLE IV: [RESERVED]
	 	 	20	 
	ARTICLE V: ESTABLISHMENT AND APPLICATION OF FUNDS; CREDIT FACILITY
	 	 	20	 
	Section 5.01. Establishment of Funds; Accounts within Funds
	 	 	20	 
	Section 5.02. Refunding Fund
	 	 	21	 
	Section 5.03. Debt Service Fund
	 	 	21	 







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Exhibit 4.19


	 	 	 	 	 
	Section 5.04. [RESERVED]
	 	 	21	 
	Section 5.05. [RESERVED]
	 	 	21	 
	Section 5.06. Costs of Issuance Fund
	 	 	21	 
	Section 5.07. [RESERVED]
	 	 	22	 
	Section 5.08. Application of Initial Bond Proceeds and Other Monies
	 	 	22	 
	Section 5.09. Rights of Credit Facility Provider and Liquidity Facility Provider
	 	 	22	 
	Section 5.10. [RESERVED]
	 	 	24	 
	Section 5.11. Procedure When Funds Sufficient to Pay All Bonds
	 	 	24	 
	Section 5.12. Reports By Trustee
	 	 	25	 
	ARTICLE VI: INVESTMENT OF FUNDS
	 	 	25	 
	Section 6.01. Investments
	 	 	25	 
	ARTICLE VII: REDEMPTION OF BONDS
	 	 	26	 
	Section 7.01. Redemption of Bonds
	 	 	26	 
	ARTICLE VIII: DEFAULT AND REMEDIES
	 	 	28	 
	Section 8.01. Events of Default Defined
	 	 	28	 
	Section 8.02. Acceleration and Annulment Thereof
	 	 	28	 
	Section 8.03. Other Remedies
	 	 	29	 
	Section 8.04. Legal Proceedings by Trustee
	 	 	30	 
	Section 8.05. Discontinuance of Proceedings by Trustee
	 	 	30	 
	Section 8.06. Bondowners May Direct Proceedings
	 	 	30	 
	Section 8.07. Limitations on Actions by Bondowners
	 	 	30	 
	Section 8.08. Trustee May Enforce Rights Without Possession of Bonds
	 	 	31	 
	Section 8.09. Remedies Not Exclusive
	 	 	31	 
	Section 8.10. Delays and Omissions Not to Impair Rights
	 	 	31	 
	Section 8.11. Application of Monies in Event of Default
	 	 	31	 
	ARTICLE IX: THE TRUSTEE AND THE REMARKETING AGENT
	 	 	32	 
	Section 9.01. Corporate Authorization and Capacity of the Trustee
	 	 	32	 
	Section 9.02. Rights and Duties of the Trustee
	 	 	32	 
	Section 9.03. Fees and Expenses of the Trustee
	 	 	35	 
	Section 9.04. Resignation or Removal of the Trustee
	 	 	35	 
	Section 9.05. Successor Trustee
	 	 	35	 
	Section 9.06. Remarketing Agents
	 	 	36	 
	Section 9.07. Qualifications of; Resignation and Removal
	 	 	36	 
	ARTICLE X: THE ISSUER
	 	 	38	 
	Section 10.01. Corporate Organization, Authorization and Power
	 	 	38	 
	ARTICLE XI: PAYING AGENT
	 	 	38	 
	Section 11.01. Paying Agent
	 	 	38	 
	Section 11.02. Unclaimed Monies
	 	 	39	 
	Section 11.03. Qualifications of Paying Agent
	 	 	39	 
	ARTICLE XII: THE BONDOWNERS
	 	 	40	 
	Section 12.01. Action by Bondowners
	 	 	40	 







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Exhibit 4.19


	 	 	 	 	 
	ARTICLE XIII: AMENDMENTS AND SUPPLEMENTS
	 	 	41	 
	Section 13.01. Amendments and Supplements Without Bondowners’ Consent
	 	 	41	 
	Section 13.02. Amendments With Bondowners’ Consent
	 	 	42	 
	Section 13.03. [RESERVED]
	 	 	42	 
	Section 13.04. Trustee Authorized to Join in Amendments and
Supplements; Reliance on Counsel
	 	 	42	 
	Section 13.05. Notice of Consent
	 	 	42	 
	ARTICLE XIV: DEFEASANCE
	 	 	43	 
	Section 14.01. Defeasance
	 	 	43	 
	ARTICLE XV: ADDITIONAL BONDS
	 	 	44	 
	Section 15.01. Additional Bonds
	 	 	44	 
	Section 15.02. Conditions for Delivery of Additional Bonds
	 	 	44	 
	ARTICLE XVI: MISCELLANEOUS
	 	 	44	 
	Section 16.01. Successors and Assigns
	 	 	44	 
	Section 16.02. Notices
	 	 	45	 
	Section 16.03. Agreement Not for the Benefit of Other Parties
	 	 	45	 
	Section 16.04. Severability
	 	 	45	 
	Section 16.05. Counterparts
	 	 	45	 
	Section 16.06. Captions
	 	 	45	 
	Section 16.07. Governing Law
	 	 	45	 
	Section 16.08. Notices to Rating Agencies
	 	 	46	 







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Exhibit 4.19


APPENDICES:




	 	 	 	 	 
	Appendix A - Definitions
	 	 	A-1	 
	Appendix B - Form of Variable Rate Bond and Form of Fixed Rate Bonds
	 	 	B-1	 







iv









 




Exhibit 4.19


ARTICLE I: INTRODUCTION AND DEFINITIONS




     Section 1.01. Description of this Indenture.



     This TRUST INDENTURE (the “Indenture”) is entered into as of March 1, 2004
by and between The Connecticut Water Company (with its successors, the
“Issuer”) and U.S. Bank National Association, as Trustee (with its successors,
the “Trustee”).



     This Indenture provides for the following transactions:



     (a) the Issuer’s issue of the Initial Bonds and Additional Bonds of the
same Series as the Initial Bonds and Additional Bonds of a new Series pursuant
to the provisions hereof; and



     (b) the Issuer’s assignment to the Trustee in trust for the benefit and
security of the Bondowners and the Credit Facility Providers of the Trust
Estate described below.



     In consideration of the mutual agreements contained in this Indenture and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer and the Trustee agree as set forth herein for their
own benefit and for the benefit of the Bondowners and the Credit Facility
Providers.



     Section 1.02. Definitions.



     In addition to terms defined elsewhere herein, terms used herein shall
have the meaning ascribed thereto in Appendix A hereof, unless the context
otherwise requires.



     Words importing persons include firms, associations and corporations, and
words importing the singular number include the plural number and vice versa.



     Section 1.03. Pledge of Funds To Trustee.



     The Issuer, in consideration of the premises and of the purchase of a
Series of the Bonds and the issuance of a Credit Facility, if any, with respect
to such Series of Bonds and of other good and lawful consideration, the receipt
of which is hereby acknowledged, and to secure the payment of the principal of,
premium, if any, and interest on the Bonds and the performance and observance
of all of the covenants and conditions herein or therein contained, has
executed and delivered this Indenture and has conveyed, granted, assigned,
transferred, pledged, set over and confirmed and granted a security interest in
and by these presents does hereby convey, grant, assign, transfer, pledge, set
over and confirm and grant a security interest in, unto the Trustee, its
successor or successors and its or their assigns forever, with power of sale,
all and singular the property hereinafter described (such property being herein
sometimes referred to as the “Trust Estate”) to wit:



GRANTING CLAUSES





     (i) All monies and securities deposited and held in the Funds and
Accounts created hereunder, including investment income therefrom;




     (ii) The proceeds of all of the foregoing; and



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Exhibit 4.19


     (iii) Any and all other property of every kind and nature from time
to time hereafter, by delivery or by writing of any kind, conveyed,
pledged, assigned or transferred as and for additional security hereunder
by the Issuer or by anyone on its behalf to the Trustee.



     TO HAVE AND TO HOLD, all and singular, the properties and the rights and
privileges hereby conveyed, assigned and pledged by the Issuer or intended so
to be, unto the Trustee and its successors and assigns forever, in trust,
nevertheless, with power of sale and for the equal and pro rata benefit and
security of each and every Owner of the Bonds of a Series issued and to be
issued hereunder, without preference, priority or distinction as to
participation in the lien, benefit and protection hereof of one Bond of a
Series over or from the others, by reason of priority in the issue or
negotiation or maturity thereof, or for any other reason whatsoever, so that
each and all of such Bonds of a Series shall have the same right, lien and
privilege under this Indenture and shall be equally secured hereby with the
same effect as if the same had all been made, issued and negotiated
simultaneously with the delivery hereof and were expressed to mature on one and
the same date, except as herein otherwise expressly provided herein among
Series of Bonds.



     PROVIDED, NEVERTHELESS, and these presents are upon the express condition,
that if the Issuer or its successors or assigns shall well and truly pay or
cause to be paid the principal of a Series of Bonds with interest, according to
the provisions set forth in the Bonds or shall provide for the payment or
redemption of such Bonds by depositing or causing to be deposited with the
Trustee the entire amount of funds or securities requisite for payment or
redemption thereof when and as authorized by the provisions hereof, and shall
also pay or cause to be paid all other sums payable hereunder by the Issuer,
and the Issuer shall pay or cause to be paid all Credit Facility Payment
Obligations then these presents and the estate and rights hereby granted shall
cease, determine and become void with respect to that Series, and thereupon the
Trustee, on payment of its lawful charges and disbursements then unpaid, on
demand of the Issuer and upon the payment of the cost and expenses thereof,
shall duly execute, acknowledge and deliver to the Issuer such instruments of
satisfaction or release as may be necessary or proper to discharge this
Indenture with respect to that Series, including, if appropriate, any required
discharge of record, and, if necessary, shall grant, reassign and deliver to
the Issuer, its successors or assigns, all and singular the property, rights,
privileges and interests with respect to that Series by it hereby granted,
conveyed and assigned, and all substitutes therefor, or any part thereof, not
previously disposed of or released as herein provided; otherwise this Indenture
shall be and remain in full force.



     PROVIDED, FURTHER, that the pledge of the right, title and interest of the
Issuer in and to the Trust Estate is given with recognition by the Trustee of
the ability of the Issuer to issue Additional Bonds.



     AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the
parties hereto that all Bonds are to be issued, authenticated and delivered,
and that all of the Trust Estate is to be held and applied, subject to the
further covenants, conditions, releases, uses and trusts hereinafter set forth,
and the Issuer, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its respective successors in said trust, for the
benefit of those who shall own the Bonds and the Credit Facility Providers, or
any of them as follows.



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Exhibit 4.19

ARTICLE II: THE BORROWING




     Section 2.01. The Bonds.



     (a) Promise to Pay.




     (i) The Bonds shall be a general obligation of the Issuer. The Issuer
agrees to make payments to the Trustee in an amount necessary to pay the
principal (including sinking fund installments), redemption premium, if any,
and interest on the Bonds, or to reimburse the Credit Facility Providers for
draws on any Credit Facility pursuant to Section 2.07 to pay the same.




     (ii) If the Issuer secures, after the date hereof, any bonds under the
Mortgage Trust Indenture (the “Mortgage”), dated as of June 1, 1956, as amended
and supplemented, between the Issuer and The Connecticut Bank and Trust Company
(predecessor in interest to U.S. Bank National Association), the Issuer shall
secure the Bonds on a parity basis with such bonds issued under the Mortgage.



     (b) Details of the Bonds.



     The Bonds shall be numbered from R-1 upwards in the order of their
issuance, or in any other manner deemed appropriate by the Paying Agent and the
Issuer. Bonds shall be issued only in Authorized Denominations. Bonds of a
Series bearing interest at a Variable Rate shall be dated the date of original
delivery. Bonds of a Series bearing interest at a Fixed Rate shall be dated in
accordance with the supplemental indenture providing for the issuance of such
Series.



     Bonds shall be signed on behalf of the Issuer by the manual or facsimile
signature of an Authorized Officer. The authenticating certificate of the
Paying Agent shall be manually signed on behalf of the Paying Agent.



     In case any officer whose manual or facsimile signature shall appear on
any Bond shall cease to be an Authorized Officer before the delivery thereof,
such manual or facsimile signature shall nevertheless be valid and sufficient
for all purposes as if he or she had remained in office until after such
delivery.



     The Initial Bonds shall mature on January 4, 2029. The interest on the
Bonds until they come due shall be payable on each Interest Payment Date
applicable thereto.



     Bonds shall bear interest at the applicable Variable Rate or the Fixed
Rate, as hereinafter set forth. The Variable Rate shall be computed upon the
basis of a 365-day or 366-day year for the actual number of days elapsed. The
Fixed Rate shall be computed upon the basis of a 360-day year consisting of
twelve 30-day months.



     The Initial Bonds are subject to optional and mandatory tender and
optional and mandatory redemption all as described in Articles III and VII and
in the form of Bonds.



     The Issuer may issue Additional Bonds upon the same terms and conditions
set forth in this Indenture for the issuance of the Initial Bonds. The Issuer
also may issue Additional Bonds of a new Series of Bonds secured by a separate
pledge of the Trust Estate, in accordance with the provisions of Article XV,
and the terms of such Additional Bonds shall be as specified in the
supplemental indentures providing for the issuance of such Series.



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Exhibit 4.19

     (c) Form of Bonds.



     Subject to the provisions of this Indenture, the forms of the Initial
Bonds and the Paying Agent’s certificate of authentications shall be of
substantially the forms in Appendix B hereto with such changes as are required
hereby.



     (d) Replacement of Bonds.



     Replacement Bonds shall be issued pursuant to applicable law as a result
of the destruction, loss or mutilation of the Bonds. The costs of a
replacement shall be paid or reimbursed by the applicant, who shall indemnify
the Issuer, the Trustee, the Credit Facility Providers and the Paying Agent
against all liability and expense arising out of the issuance and
authentication of such replacement Bonds and the applicant
shall deliver to them such security and indemnity as may be required by
them. Upon a conversion to a Fixed Rate, the Bonds so converted may be
exchanged for new Bonds in the form provided in this Indenture, with such
changes as may be appropriate.



     (e) Registration of Bonds in the Book-Entry Only System.




     (i) The provisions of this Subsection 2.01(e) shall apply with respect to
any Bond registered to CEDE & CO. or any other nominee of DTC while the
Book-Entry Only System (meaning the system of registration described in
paragraph (ii) of this Subsection 2.01(e)) is in effect.




     (ii) The Bonds shall be issued in the form of one authenticated fully
registered Bond for each Series, maturity and mode (Variable Rate or Fixed
Rate) of Bonds in substantially the form set forth in Subsection 2.01(c). On
the date of original delivery thereof, the Bonds shall be registered in the
registry books of the Paying Agent in the name of CEDE & CO., as nominee of DTC
as agent for the Issuer in maintaining the Book-Entry Only System. With
respect to Bonds registered in the registry books kept by the Paying Agent in
the name of CEDE & CO., as nominee of DTC, the Issuer, the Paying Agent, the
Credit Facility Providers and the Trustee shall have no responsibility or
obligation to any Participant (which means securities brokers and dealers,
banks, trust companies, clearing corporations and various other entities, some
of whom or their representatives own DTC) or to any Beneficial Owner (which
means, when used with reference to the Book-Entry Only System, the person who
is considered the beneficial owner of the Bonds pursuant to the arrangements
for book entry determination of ownership applicable to DTC) with respect to
the following: (A) the accuracy of the records of DTC, CEDE & CO. or any
Participant with respect to any ownership interest in the Bonds, (B) the
delivery to any Participant, any Beneficial Owner or any other person, other
than DTC, of any notice with respect to the Bonds, including any notice of
mandatory purchase, tender or redemption, or (C) the payment to any
Participant, any Beneficial Owner or any other person, other than DTC, of any
amount with respect to the principal or Purchase Price of or premium, if any,
or interest on the Bonds. The Paying Agent shall pay all principal and
Purchase Price of and premium, if any, and interest on the Bonds only to or
upon the order of DTC, and all such payments shall be valid and effective fully
to satisfy and discharge the Issuer’s and the Credit Facility Provider’s
obligations with respect to the principal of and premium, if any, and interest
on such Bonds to the extent of the sum or sums so paid. No person other than
DTC shall receive an authenticated Bond evidencing the obligation of the Issuer
to make payments of principal or Purchase Price of and premium, if any, and
interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of
written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE & CO., the words “CEDE & CO.” in this Indenture shall
refer to such new nominee of DTC.




     (iii) Upon receipt by the Issuer and the Trustee of written notice from
DTC to the effect that DTC is unable or unwilling to discharge its
responsibilities, the Paying Agent shall issue, transfer and exchange Bonds as
requested by DTC in appropriate amounts, and whenever DTC requests



-4-









 




Exhibit 4.19

the Issuer,
the Paying Agent and the Trustee to do so, the Trustee, the Paying Agent and
the Issuer will cooperate with DTC in taking appropriate action after
reasonable notice (A) to arrange for a substitute bond depository willing and
able upon reasonable and customary terms to maintain custody of Bonds or (B) to
make available Bonds registered in whatever name or names the Bondowners
transferring or exchanging such Bonds shall designate.




     (iv) In the event the Issuer determines that the Beneficial Owners should
obtain Bond certificates, the Issuer may so notify DTC, the Paying Agent and
the Trustee, whereupon DTC will notify the Participants of the availability
through DTC of Bond certificates. In such event, the Paying Agent, at the
expense of the Issuer shall issue, transfer and exchange Bond certificates as
requested by DTC in appropriate amounts and in Authorized Denominations.
Whenever DTC requests the Issuer and the Paying Agent to do so, the Paying
Agent and the Issuer, at the expense of the Issuer, will cooperate with DTC in
taking appropriate action after reasonable notice to make available Bonds
registered in whatever name or names the Beneficial Owners transferring or
exchanging Bonds shall designate.




     (v) Notwithstanding any other provision of this Indenture to the contrary,
so long as any Bond is registered in the name of CEDE & CO., as nominee of DTC,
all payments with respect to the principal and Purchase Price of and premium,
if any, and interest on such Bond and all notices with respect to such Bond
shall be made and given, respectively, to DTC as provided in the DTC Letter of
Representations in effect on the date of this Indenture, and as it may be
amended from time to time.




     (vi) Notwithstanding any provision in Section 3.01, 5.02 or 7.01 to the
contrary, so long as all of the Bonds Outstanding of a Series are held in the
Book-Entry Only System, if less than all of such Bonds are to be redeemed upon
any redemption of Bonds hereunder, the beneficial interests in particular Bonds
or portions of Bonds to be redeemed shall be selected by DTC in such manner as
DTC may determine.



     Section 2.02. Application of Bond Proceeds and Other Amounts.



     (a) Initial Bonds.



     Upon the receipt of the proceeds of the sale of the Initial Bonds, the
Trustee, upon the written direction of the Issuer, shall deposit in the
Refunding Fund an amount equal to $12,500,000, representing: the outstanding
principal amount of the Prior Obligations, $12,050,000, a 3.5% early redemption
premium on the Prior Obligations, $421,750 and a portion of the accrued
interest on the Prior Obligations from January 1, 2004 to April 8, 2004,
$28,250.



     (b) Issuer Contribution with Respect to Initial Bonds.



     A contribution of the Issuer in the amount of $422,078.31 shall be
deposited as follows in connection with the issuance of the Initial Bonds: (i)
$197,078.31 shall be deposited in the Refunding Fund to cover a portion of the
amount of interest which accrues on the Prior Obligations from January 1, 2004
to April 8, 2004 and (ii) $225,000.00 shall be deposited in the Cost of
Issuance Fund to pay the Costs of Issuance of the Initial Bonds, including the
initial Letter of Credit fee.



     (c) Subsequent Series.



     The Issuer may issue Additional Bonds for an existing Series of Bonds, or
Additional Bonds for a new Series of Bonds, pursuant to Article XV hereof. The
proceeds of any subsequent Series of Bonds shall be applied as provided in the
supplemental indentures providing for the issuance of such Additional Bonds.



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Exhibit 4.19

     Section 2.03. Interest Rates and Interest Payment Provisions.



     (a) Anything herein to the contrary notwithstanding, in no event shall the
interest rate borne by Variable Rate Bonds at any time exceed the Maximum Rate.
Subject to such limitation, the interest rate on the Bonds shall be determined
as provided in this Section 2.03.



     (b) The Initial Bonds (except Purchased Bonds) shall initially bear
interest in the Weekly Mode as determined by the Remarketing Agent.



     (c) The interest rate for Bonds (other than Purchased Bonds) in a Flexible
Mode shall be determined in the following manner. No later than 12:30 p.m.,
New York City time, on each Flexible Date (except any Flexible Date that is an
Interest Mode Adjustment Date on which such Bonds shall no longer be in a
Flexible Mode), the Remarketing Agent for the applicable Series of Bonds shall
determine the Flexible Rate for each applicable Flexible Period of the Flexible Mode and
shall make the Flexible Rate available to any Bondowner who makes telephonic
request therefor. On or before 12:30 p.m., New York City time, on the Rate
Determination Date for each Flexible Period, the Issuer shall determine the
length of such Flexible Period, and the Bonds to which such Flexible Period
shall apply; provided, however, that no Flexible Period shall extend beyond an
Expiration Date. The interest rate determined shall be effective on the
applicable Rate Adjustment Date for such Bonds. Except when the Bonds are in a
Book-Entry Only System pursuant to Section 2.01(e), promptly following
determination of the Flexible Rate, the Trustee shall direct the Paying Agent
to, and the Paying Agent shall, mail notice of the Flexible Rate for such
Flexible Period and the length of such Flexible Period to the Owners of the
Bonds in the Flexible Mode. When Bonds are in a Flexible Mode, different Bonds
in said Flexible Mode may bear interest at different Flexible Rates and have
different Flexible Periods. All Bonds of a Series whose Flexible Periods
commence on a given Flexible Date and which have equal Flexible Periods shall
bear interest at the same rate.



     (d) The interest rate for Bonds (other than Purchased Bonds) in a Daily
Mode shall be determined in the following manner. On each Business Day while
Bonds are in a Daily Mode the Remarketing Agent shall determine on or before
10:30 a.m., New York City time, the interest rate which the Bonds of the
applicable Series should bear for such day. With respect to any day that is
not a Business Day, such interest rate shall be the same rate as the interest
rate established for the immediately preceding Business Day with respect to
such Bonds unless such Remarketing Agent, the Liquidity Facility Provider and
the Paying Agent are open for business on such non-Business Day, and such
Remarketing Agent determines a rate for such non-Business Day, in which case
the Bonds of the applicable Series shall bear the rate so determined by such
Remarketing Agent. Except when the Bonds are in a Book-Entry Only System
pursuant to Section 2.01(e), promptly following determination of such interest
rate, the Trustee shall direct the Paying Agent to, and the Paying Agent shall,
mail to each Bondowner, within seven (7) Business Days after each Interest
Payment Date as to Bonds in a Daily Mode, a written statement showing the
interest rate for each day of such Daily Mode during the preceding Interest
Period.



     (e) The interest rate for Bonds (other than Purchased Bonds) in a Weekly
Mode shall be determined in the following manner. At or before 10:00 a.m., New
York City time, on each Rate Determination Date for such Weekly Mode, the
Remarketing Agent for the applicable Series of Bonds shall determine the
interest rate which such Bonds shall bear during such Rate Period. The
interest rate so determined shall be effective on the next Rate Adjustment
Date, or if the Rate Determination Date is a Rate Adjustment Date, such Rate
Adjustment Date. Except when the Bonds are in a Book-Entry Only System
pursuant to Section 2.01(e), promptly following determination of such interest
rate, the Trustee shall direct the Paying Agent to, and the Paying Agent shall
mail, to each Bondowner within seven (7) Business Days after each Interest
Payment Date as to Bonds in a Weekly Mode, a written statement showing the
interest rates for such Bonds during the preceding Interest Period.



-6-









 




Exhibit 4.19

     (f) The interest rate to be determined by a Remarketing Agent on a Rate
Determination Date for Bonds in a particular Interest Mode as provided in
Subsections 2.03(c) through (e), inclusive, shall be the lowest interest rate
which, if borne by such Bonds throughout the following Rate Period, would, in
the best business judgment of such Remarketing Agent, having due regard for the
prevailing financial market conditions for taxable debenture bonds or other
securities the interest on which is included in gross income for federal income
tax purposes and of the same general nature as such Bonds or securities the
interest on which is included in gross income for federal income tax purposes
and which are comparable as to credit ratings and maturity (or period for
tender) with the credit ratings and maturity (or period for tender) of such
Bonds, be the lowest interest rate which would enable such Remarketing Agent to
place such Bonds at a price of par (plus accrued interest, if any) on the Rate
Adjustment Date.



     (g) If for any reason the interest rate for Bonds is not or cannot be
established as provided in the preceding paragraphs (including, without
limitation, in connection with a conversion to the Weekly Mode as described in
Sections 2.04(e) and 2.05(d)), or is held invalid or unenforceable by a court
of law, the Bonds (other than Purchased Bonds or Fixed Rate Bonds) shall
immediately convert to the Weekly Mode, and so long as such condition exists,
the interest rate shall be the lesser of (i) the rate equal to the offered rate
for deposits of U.S. Dollars in an amount equal to the amount of Bonds
Outstanding for a term of 30 days which the British Bankers Association fixes
as its LIBOR rate as of 11:00 a.m. London time on the day which is two London
Banking Days prior to the beginning of such 30-day period, or (ii) the Maximum
Rate.



     (h) On each Rate Determination Date, the Remarketing Agent for the
applicable Series of Bonds shall give the Trustee, the Paying Agent, the
Liquidity Facility Provider, and the Issuer telephonic, facsimile or email
notice, to be followed by written notice, of the interest rate or rates,
determined by such Remarketing Agent on such date, except that during a Daily
Mode such telephonic notice need not be given unless the interest rate so
determined is different from the interest rate for the preceding Rate Period.
One day prior to the Rate Determination Date, the Issuer shall give telephonic
notice to the Remarketing Agent of the length of the Flexible Period or Periods
and the amount of Bonds to which such Flexible Period is applicable, and the
Remarketing Agent shall give telephonic notice, to be followed by written
notice of such information to the Trustee, the Paying Agent and the Liquidity
Facility Provider on the Rate Determination Date. Any person entitled to
receive telephonic notice under this paragraph may waive or modify its right to
such notice.



     (i) Each determination of the interest rate for the Bonds, as provided
herein, shall be conclusive and binding upon the Bondowners, the Issuer, the
Remarketing Agent, the Credit Facility Providers, the Liquidity Facility
Providers, the Paying Agent and the Trustee. Upon request, a Remarketing Agent
shall give the Issuer, the Trustee, the Credit Facility Providers, the
Liquidity Facility Provider, the Paying Agent, or any Bondowner telephonic
notice of the interest rate on the Bonds at any time.



     (j) Purchased Bonds shall bear interest at the Purchased Bond Rate as
provided in the Reimbursement Agreement for each day from and including the
date that the Bond becomes a Purchased Bond to the date such Bond is paid in
full or remarketed. Interest on the Purchased Bonds shall be payable at the
Purchased Bond Rate. The Purchased Bond Rate shall be supplied by the
Liquidity Facility Provider to the Trustee. Notwithstanding anything herein to
the contrary, only the Liquidity Facility Provider, its designee or nominee, or
any Owner to whom a Liquidity Facility Provider has sold Purchased Bonds
pursuant to the Reimbursement Agreement may receive interest on any Bonds at
the Purchased Bond Rate. Any Purchased Bonds that are successfully remarketed
by the Remarketing Agent shall cease being Purchased Bonds and shall bear
interest at the rate determined at the time of such remarketing in accordance
with this Section 2.03.



-7-









 




Exhibit 4.19

     Section 2.04. Changes in Interest Modes.



     (a) Subject to the provisions of this Section, the Issuer may, from time
to time, except as to Fixed Rate Bonds, designate for Bonds of a Series in an
aggregate principal amount of not less than $10,000,000, one or more Interest
Modes different than the Interest Mode or Interest Modes then in effect as to
the balance of the Bonds of such Series; provided however, that the Issuer
shall not designate the Fixed Mode for less than all of a Series of Bonds
Outstanding; and provided further, however, that no Flexible Period shall
extend beyond an Expiration Date.



     (b) In order to designate a new Interest Mode for the Bonds, the Issuer
shall provide written notice (an “Interest Mode Adjustment Notice”) to the
Credit Facility Provider, the Liquidity Facility
Provider, the Remarketing Agent, the Trustee and the Paying Agent,
stating: (i) the date of the Interest Mode Adjustment Date, which date (A)
shall be at least twenty (20) days in the case of a change to the Daily Mode,
Weekly Mode, or Flexible Mode, and at least forty-five (45) days in the case of
a change to the Fixed Mode after the date on which the Interest Mode Adjustment
Notice is delivered to the Trustee, and (B) shall be as to Bonds in the Daily
Mode or Weekly Mode, an Interest Payment Date; and as to Bonds in the Flexible
Mode, a Flexible Date with respect to such Bonds; (ii) whether the new Interest
Mode shall be a Daily Mode, Weekly Mode, Flexible Mode or Fixed Mode; and (iii)
that Owners of Bonds to be converted shall have no right to retain such Bonds
and all Outstanding Bonds to be converted will be deemed sold to the Paying
Agent on the Interest Mode Adjustment Date at the price of par. The Flexible
Period may be changed in connection with and at the same time as a new interest
rate for Bonds is being established pursuant to Section 2.03(c) hereof.



     (c) Within three (3) Business Days following receipt by the Trustee of an
Interest Mode Adjustment Notice, the Trustee shall direct the Paying Agent to
mail to each Bondowner of Bonds affected thereby a notice containing the same
information as that contained in the Interest Mode Adjustment Notice.



     (d) [RESERVED]



     (e) In the event that in conjunction with a proposed change in Interest
Mode, and after the mailing by the Paying Agent of an Interest Mode Adjustment
Notice, any of the conditions to change cannot be satisfied, Bonds (other than
Bonds in a Flexible Mode) scheduled for a change in Interest Mode shall remain
in the Interest Mode then in effect, and Bonds in a Flexible Mode shall convert
automatically to the Weekly Mode on the next Flexible Date with respect
thereto.



     (f) Notwithstanding the provisions of this Section 2.04, no Interest Mode,
except for a Fixed Mode, shall extend beyond an Expiration Date, provided that
the provisions of Section 2.05(d) are met.



     Section 2.05. Fixed Rate Conversion.



     (a) Subject to the provisions of this Section, the Issuer may convert a
Series of Outstanding Variable Rate Bonds to a Fixed Rate, in whole, but not in
part, on the Scheduled Issuer Tender Date, so long as no Event of Default
hereunder exists as certified to the Trustee by the Issuer on the Scheduled
Issuer Tender Date. Such Fixed Rate shall be equal to the lowest interest rate
per annum that would enable such Bonds to be remarketed at terms acceptable to
the Issuer in its sole discretion on such date, which date shall be an Interest
Mode Adjustment Date. Written notice of the conversion of Bonds to the Fixed
Mode, the identity of any Credit Facility Provider, and the proposed Scheduled
Issuer Tender Date, shall be given by the Issuer to the Trustee, the Credit
Facility Provider, the Liquidity Facility Provider, the Remarketing Agent and
the Rating Agencies then rating the Bonds not fewer than forty-five (45) days
prior to the proposed Scheduled Issuer Tender Date. Notice of a conversion of
the Bonds to the Fixed



-8-









 




Exhibit 4.19

Mode and the mandatory tender of the Bonds for purchase
on such Scheduled Issuer Tender Date shall be given to the Owners of such Bonds
as provided in Section 3.04.



     (b) Prior to any Fixed Rate Date, the Issuer and an underwriter or
purchaser shall have entered into a binding purchase contract providing for the
sale by the Issuer and the purchase by the underwriter or purchaser of the
Series of Bonds to bear interest at a Fixed Rate. The terms and conditions of
the issuance of the Bonds in the Fixed Mode shall be determined by the Issuer
in its sole discretion, including the funding of a debt service reserve fund,
if any, and whether or not a Credit Facility will be provided. Prior to the
date on which Bonds are converted to a Fixed Rate, the Issuer and the Trustee
may, without the need for the consent of or notice to the Bondowners, enter
into one or more agreements supplemental to this Indenture as they deem
necessary for or helpful to the implementation of the conversion to a Fixed
Rate as described in this Section 2.05. The Trustee or the Issuer shall give
written notice to each Rating Agency of all amendments, changes or modifications
made pursuant to this Section. Following the draw under the Liquidity Facility
in connection with such Fixed Rate conversion, such Liquidity Facility shall be
terminated and returned by the Trustee at the written direction of the Issuer.



     (c) After the applicable Fixed Rate Date, interest on the Bonds subject to
such Fixed Rate shall be payable on the Interest Payment Dates in each year
until principal shall be paid in full, provided that the first Interest Payment
Date after the applicable Fixed Rate Date shall be the first January 1 or July
1 that is at least sixty (60) days after such Fixed Rate Date.



     (d) No conversion under this Section 2.05 shall be allowed unless (i) the
purchase contract described in paragraph (b) shall be in effect and (ii) either
(A) a Credit Facility shall be in place to support the payment of the principal
of, premium, if any, and interest on the Bonds subject to such Fixed Rate and
such Bonds shall be subject to mandatory tender two (2) Business Days prior to
the expiration or termination of such Credit Facility unless a Substitute
Credit Facility is provided by the Issuer or (B) the Issuer shall have
delivered to the Trustee an opinion of counsel knowledgeable in federal
securities laws stating that such Bonds are exempt from registration under the
Securities Act of 1933 (the “Securities Act”) even if such Credit Facility is
not in place or (C) the Issuer registers such Bonds with the United States
Securities and Exchange Commission pursuant to the Securities Act. If any of
the conditions of this paragraph (d) shall not have been met as of the
applicable Fixed Rate Date, the Bonds shall remain in the Interest Mode then in
effect.



     (e) After the applicable Fixed Rate Date, the Issuer shall no longer be
required to provide a Liquidity Facility with respect to the Bonds subject to
such Fixed Rate.



     Section 2.06. Automatic Conversion of Bonds in Flexible Mode to Weekly
Mode.



     Upon the occurrence of certain events as provided in Section 2.04(e)
hereof, the Bonds in a Flexible Mode shall automatically convert to a Weekly
Mode on the next Flexible Date. The Remarketing Agent shall establish an
interest rate for such Bonds (even if such date is not a Rate Determination
Date) in accordance with the provisions of Sections 2.03(f) hereof, such
interest rate to be effective from such date of conversion to a Weekly Mode to
the next succeeding Rate Adjustment Date.



     Section 2.07. Drawings on the Credit Facility.



     (a) If a Credit Facility in the form of a direct pay letter of credit is
in effect with respect to the Bonds, the Trustee shall not later than 4:00 p.m.
but not earlier than 12:00 noon, New York City time, on the Business Day next
preceding any date on which payments of the principal of, premium, if any, or
interest on the Bonds are due, whether at maturity, on an Interest Payment
Date, by acceleration, redemption, or otherwise, draw on the Credit Facility an
amount sufficient to pay in full the principal,



-9-









 




Exhibit 4.19

premium, if any, and interest
then coming due on the Bonds. The Trustee shall immediately notify the Issuer
by telephone promptly confirmed in writing or facsimile if it has not been paid
by the Credit Facility Provider for such a draw on the Credit Facility by 12:00
noon, New York City time, on the date such payment on the Bonds is due and the
Issuer shall pay such payment on the Bonds to the Trustee in immediately
available funds by 2:15 p.m., New York City time, on the date such payment on
the Bonds is due. The Trustee shall undertake to give the Issuer notice at
least one Business Day in advance of the amount of any draw on the Credit
Facility. Failure by the Trustee to give any notice pursuant to this Section
2.07(a) shall not affect the obligation of the Issuer to make any payments
required by this Indenture.



     (b) Drawings to pay the Purchase Price of Bonds tendered for mandatory
purchase pursuant to Article III shall be made on the Liquidity Facility
pursuant to the provisions of Article III. The Issuer may
cause a Credit Facility and a Liquidity Facility to be provided by a
single facility by a party that will be both the Credit Facility Provider and
the Liquidity Facility Provider.



     (c) All amounts received by the Trustee under any Credit Facility shall be
held in a fund separate and apart from all other amounts held by the Trustee,
shall remain uninvested and shall be used solely for the express purpose for
which such drawing was made. Principal of, premium, if any, and interest on
Purchased Bonds and Issuer Bonds shall not be paid from amounts drawn on a
Credit Facility.



     (d) The Trustee shall apply to the payment of principal, premium, if any,
and interest payable on the Bonds (whether at maturity, upon redemption or
acceleration, on an Interest Payment Date, or otherwise), monies made available
to it in the following order, (i) monies drawn on the Credit Facility and (ii)
any other monies in the Debt Service Fund.



     (e) The Trustee shall, without further direction from the Issuer, make
available to the Credit Facility Provider from the Principal Account of the
Debt Service Fund sufficient amounts to reimburse the Credit Facility Provider
for draws on the Credit Facility for the payment of the principal or redemption
price of Bonds, and from the Interest Account of the Debt Service Fund
sufficient amounts to reimburse the Credit Facility Provider for draws on the
Credit Facility for the payment of interest on the Bonds.



ARTICLE III: PURCHASE AND SALE OF BONDS; TENDER OF BONDS




     Section 3.01. Mandatory Tender of Bonds on Scheduled Issuer Tender Date.



     (a) Bonds, except for Purchased Bonds and Issuer Bonds, shall be subject
to mandatory tender on the Scheduled Issuer Tender Date in an amount equal to
the aggregate principal amount of Bonds of such Series Outstanding.



     (b) The Paying Agent shall pay the Purchase Price of Bonds to be purchased
by the Paying Agent on any Scheduled Issuer Tender Date in accordance with this
Section 3.01 from the sources provided in Section 3.12 hereof in the order
provided therein. As and when Bonds are received by the Paying Agent, the
Paying Agent shall pay the Purchase Price for such Bonds, and to the extent
purchased from money received pursuant to the terms of the Liquidity Facility,
shall deliver such Bonds to the Liquidity Facility Provider or, if requested in
writing by the Liquidity Facility Provider, to a custodian, agent or bailee of
the Liquidity Facility Provider on the same date they are purchased if the
Bonds are held by DTC or its designee, otherwise on the next Business Day, and
such Bonds shall be pledged to or registered in the name of the Liquidity
Facility Provider or its nominee, as directed in writing by the Liquidity
Facility Provider.



-10-









 




Exhibit 4.19

     (c) Undelivered Bonds will be deemed to have been tendered to and
purchased by the Paying Agent, and interest accruing on the Bonds after such
Purchase Date shall no longer be payable to the former Owners of the Bonds.



     Section 3.02. Mandatory Tender of Bonds on Interest Mode Adjustment Dates
and Flexible Dates.



     (a) All Bonds of a particular Interest Mode, except for Purchased Bonds
and Issuer Bonds, are subject to mandatory tender and purchase in whole on each
Interest Mode Adjustment Date relating thereto except an Interest Mode
Adjustment Date whereupon a Weekly Mode commences solely by reason of Section
2.04(e) hereof.



     (b) All Bonds in a Flexible Mode, except for Purchased Bonds and Issuer
Bonds, are subject to mandatory tender and purchase in whole on each Flexible
Date relating thereto.



     (c) The Paying Agent shall pay the Purchase Price of Bonds to be purchased
by the Paying Agent on any Interest Mode Adjustment Date or Flexible Date in
accordance with this Section 3.02 from the sources provided in Section 3.12
hereof in the order provided therein. As and when Bonds are received by the
Paying Agent, the Paying Agent shall pay the Purchase Price for such Bonds, and
to the extent purchased from money received pursuant to the terms of the
Liquidity Facility, shall deliver such Bonds to the Liquidity Facility Provider
or, if requested in writing by the Liquidity Facility Provider, to a custodian,
agent or bailee of the Liquidity Facility Provider on the same dates they are
purchased if the Bonds are held by DTC, otherwise on the next Business Day, and
such Bonds shall be pledged to or registered in the name of the Liquidity
Facility Provider or its nominee, as directed in writing by the Liquidity
Facility Provider.



     (d) Undelivered Bonds will be deemed to have been tendered to and
purchased by the Paying Agent, and interest accruing on the Bonds after such
Purchase Date shall no longer be payable to the former Owners of such Bonds.



     Section 3.03. Mandatory Tender of Bonds upon Expiration Date, Termination
Date and Substitution Date.



     The Bonds, except for Purchased Bonds and Issuer Bonds, are subject to
mandatory tender:



     (a) On the second (2nd) Business Day preceding each Credit Facility
Expiration Date or Liquidity Facility Expiration Date (unless a tender pursuant
to Section 3.03(c) has occurred and a Substitute Credit Facility or Substitute
Liquidity Facility, respectively, will be in effect on such Expiration Date),
which Business Day is hereinafter referred to as the “Expiration Tender Date”.



     (b) On the second (2nd) Business Day preceding each Credit Facility
Termination Date or Liquidity Facility Termination Date (unless a tender
pursuant to Section 3.03(c) has occurred and a Substitute Credit Facility or
Substitute Liquidity Facility, respectively, will be in effect on such
Termination Date), which Business Day is hereinafter referred to as the
“Termination Tender Date”.



     (c) On the fifth (5th) calendar day prior to the Substitution Date (and if
such day is not a Business Day, the immediately preceding Business Day).



     (d) The Paying Agent shall pay the Purchase Price of Bonds to be purchased
by the Paying Agent on any Expiration Tender Date, Termination Tender Date or
Substitution Date in accordance with this Section 3.03 from the sources
provided in Section 3.12 hereof in the order provided therein. As and when
such Bonds are received by the Paying Agent, the Paying Agent shall pay the
Purchase Price for



-11-









 




Exhibit 4.19

such Bonds, and to the extent purchased from money received
pursuant to the terms of the Liquidity Facility, shall deliver such Bonds to
the Liquidity Facility Provider or, if requested in writing by the Liquidity
Facility Provider, to a custodian, agent or bailee of the Liquidity Facility
Provider on the same date they are purchased, and such Bonds shall be pledged
to or registered in the name of the Liquidity Facility Provider or its nominee,
as directed in writing by the Liquidity Facility Provider.



     Section 3.04. Notice of Mandatory Tender.



     (a) The Trustee shall, at least fifteen (15) days prior to each Expiration
Tender Date, give notice of the mandatory tender of the Bonds on such
Expiration Tender Date if it has not theretofore received confirmation pursuant
to Section 3.19(a) that the expiration date of the Credit Facility or the
Liquidity Facility then in effect, including a Substitute Credit Facility or
Substitute Liquidity Facility, has been extended.



     (b) The Trustee shall, at least five (5) days prior to each Termination
Tender Date, give notice of the mandatory tender of the Bonds on such
Termination Tender Date if it has not theretofore received from the Credit
Facility Provider or the Liquidity Facility Provider, as the case may be, a
notice stating that the occurrence which resulted in the giving of notice of
the Termination Date has been cured or waived and that the Credit Facility
Provider or the Liquidity Facility Provider, as the case may be, has rescinded
its election to terminate the Credit Facility or Liquidity Facility, as the
case may be.



     (c) The Trustee shall, at least fifteen (15) days prior to each
Substitution Date, give notice of the mandatory tender of the Bonds on the
Substitution Date.



     (d) Except for mandatory tender of Bonds in a Flexible Mode in accordance
with Section 3.02 hereof and upon an Expiration Tender Date, Termination Tender
Date and Substitution Date in accordance with this Section 3.04, the Trustee
shall give notice of any mandatory tender of Bonds at least thirty (30) days
(fifteen (15) days with respect to Bonds in a Daily Mode or Weekly Mode),
unless a shorter period is permitted pursuant to this Section or pursuant to
any other applicable provision of this Indenture, prior to the Purchase Date
thereof.



     (e) Notices of mandatory tender shall be given by first class mail to the
Owner of each such Bond to be tendered at the addresses shown on the
registration books. Such notice shall identify such Bonds or portions thereof
to be tendered and the reason for the mandatory tender and specify the Purchase
Date, the Purchase Price, the place and manner of payment, that the Owner of
such Bonds shall have no right to retain such Bonds, the date on which such
Bonds must be delivered for tender and purchase, that Bonds not so delivered
will be deemed to have been tendered to and purchased by the Paying Agent, and
that from the Purchase Date accrued interest on the Bonds to be so tendered
will not be paid to such Owner.



     Prior to giving any such notice with respect to a mandatory tender
pursuant to Section 3.03(c) hereof, the Trustee must have received an executed
copy of the Substitute Credit Facility or the Substitute Liquidity Facility, as
the case may be, and the opinion of counsel referred to in Subsection
3.19(c)(ii) or Subsection 3.20(c)(ii), respectively.



     The Paying Agent shall give a copy of any notice of mandatory tender given
by it to Bondowners under the provisions of this Indenture to the Issuer, the
Trustee, the Remarketing Agent, the Credit Facility Provider and the Liquidity
Facility Provider.



     Any notice mailed or given as provided in this Section (other than notices
to Bondowners) shall be given by telecopier or other telecommunications device
capable of creating a written notice.



-12-









 




Exhibit 4.19

     Any notice mailed or given as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner
receives the notice; provided, however, that failure to give such notice shall
not affect the requirement for such mandatory tender.



     Section 3.05. Payment for Tendered Bonds.



     Each Owner of any Bonds which are subject to mandatory tender pursuant to
Sections 3.01, 3.02 or 3.03 hereof shall be entitled to receive the proceeds
pursuant to Section 3.12 hereof of such tender by delivering such Bonds (with
an appropriate transfer of registration form executed in blank) to the trust
office of the Paying Agent; provided that in order to receive payment on the
date on which such Bonds are to be tendered, such delivery must be made at any
time prior to 12:00 noon, New York City time, on the date scheduled for tender.
Owners of Bonds that are delivered to such trust office of the Paying Agent at
any time after 12:00 noon, New York City time, on such date scheduled for
tender shall not be entitled to receive payment from the Paying Agent of the Purchase Price until the
Business Day next following the date of delivery of such Bonds.



     Section 3.06. Optional Tender of Bonds During Daily Mode.



     Bonds (other than Purchased Bonds and Issuer Bonds) in a Daily Mode are
subject to purchase, on the demand of the Owner thereof, on any Business Day,
upon delivery to the Paying Agent and the Remarketing Agent of a Bondowner
Tender Notice at their offices set forth in Section 16.02, not later than 10:00
a.m., New York City time, on the Business Day specified for tender and purchase
in such Bondowner Tender Notice. By 10:45 a.m., New York City time, on such
date, the Paying Agent shall give telephonic notice confirmed by a written
notice to the Trustee, the Liquidity Facility Provider and the Issuer
specifying the contents of each such Bondowner Tender Notice. Such Bondowner
Tender Notice, once transmitted to the Paying Agent and the Remarketing Agent,
shall be irrevocable with respect to the tender for which such Bondowner Tender
Notice was delivered, and such purchase shall occur on the Business Day
specified in such Bondowner Tender Notice.



     Each Owner of any Bonds which are to be so tendered shall be entitled to
receive the Purchase Price by delivering such Bonds (with an appropriate
transfer of registration form executed in blank) to the trust office of the
Paying Agent; provided that in order to receive payment on the Business Day on
which such Bonds are to be tendered, such delivery must be made at any time
prior to 12:00 noon, New York City time, on the Business Day scheduled for
tender. Owners of Bonds that are delivered to such trust office of the Paying
Agent at any time after 12:00 noon, New York City time, on such Business Day
scheduled for tender shall not be entitled to receive payment from the Paying
Agent of the Purchase Price until the Business Day next following the date of
delivery of such Bonds.



     Section 3.07. Optional Tender of Bonds During Weekly Mode.



     Bonds (other than Purchased Bonds and Issuer Bonds) in a Weekly Mode are
subject to purchase, on a Rate Adjustment Date on the demand of the Owner
thereof, upon delivery to the Paying Agent of a Bondowner Tender Notice at its
trust office as set forth in Section 16.02, not later than 3:00 p.m., New York
City time, on any Business Day at least seven (7) days, but not more than
fourteen (14) days, prior to the Business Day specified for tender and purchase
in such Bondowner Tender Notice. The Paying Agent shall promptly give written
notice to the Remarketing Agent, the Trustee, the Liquidity Facility Provider
and the Issuer specifying the contents of each such Bondowner Tender Notice.
Such Bondowner Tender Notice, once transmitted to the Paying Agent, shall be
irrevocable with respect to the tender for which such Bondowner Tender Notice
was delivered, and such purchase shall occur on the Business Day specified in
such Bondowner Tender Notice.



-13-









 




Exhibit 4.19

     Each Owner of any Bonds which are to be so tendered shall be entitled to
receive the Purchase Price by delivering such Bonds (with an appropriate
transfer of registration form executed in blank) to the trust office of the
Paying Agent; provided that in order to receive payment on the date on which
such Bonds are to be tendered, such delivery must be made at any time prior to
12:00 noon, New York City time, on the date scheduled for tender. Owners of
Bonds that are delivered to such trust office of the Paying Agent at any time
after 12:00 noon, New York City time, on such date scheduled for tender shall
not be entitled to receive payment from the Paying Agent of the Purchase Price
until the Business Day next following the date of delivery of such Bonds.



     Section 3.08. Additional Provisions Regarding Optional Tender.



     (a) The right of Bondowners to tender Bonds for purchase pursuant to
Sections 3.06 and 3.07 shall terminate upon the earliest of (i) the Liquidity
Facility Expiration Date, and (ii) the Fixed Rate Date applicable to such
Bonds.



     (b) Notwithstanding anything to the contrary herein, all Bonds as to which
a Bondowner Tender Notice specifying the Purchase Date has been delivered
pursuant to Sections 3.06 or 3.07 shall be deemed tendered on the Purchase Date
specified. From and after the specified Purchase Date of a Bond or Bonds
tendered to the Paying Agent or deemed tendered pursuant to this paragraph, the
former Owner of such a Bond or Bonds shall be entitled solely to the payment of
the Purchase Price of its Bond or Bonds tendered or deemed tendered and
interest accruing on undelivered Bonds after such Purchase Date shall no longer
be payable to the former Owners of such Bonds.



     (c) The Paying Agent shall promptly return any Bondowner Tender Notice
delivered pursuant to Section 3.06 or 3.07 (together with the Bonds submitted
therewith) that is incomplete or improperly completed or not delivered within
the times required by Section 3.06 or 3.07 to the Person or Persons submitting
such notice and Bonds. The Paying Agent’s determination of whether a Bondowner
Tender Notice delivered pursuant to Section 3.06 or 3.07 is properly completed
or delivered on a timely basis shall be binding on the Issuer, the Trustee and
the Remarketing Agents and the Owner of the Bonds submitted therewith.



     Section 3.09. No Optional Tender in Flexible Mode or Fixed Mode.



     Bonds in a Flexible Mode or a Fixed Mode shall not be subject to tender by
demand of the Owner thereof for purchase.



     Section 3.10. Tender Fund.



     In connection with the tender of any Bonds hereunder, it shall be the duty
of the Paying Agent to hold the monies received by it pursuant to Section 3.12
in accordance with the provisions of this Section, without liability for
interest thereon, for the benefit of the former Owner of any Undelivered Bond,
who shall thereafter be restricted exclusively to such monies for any claim of
whatever nature on its part under this Indenture on, or with respect to, such
Undelivered Bond. Such monies shall be held in a separate and segregated fund
by the Paying Agent designated the “Tender Fund” (and within such Tender Fund
in separate accounts for monies received by the Paying Agent pursuant to
Subsections 3.12(a)(i), (ii) and (iii)) and shall be held uninvested. The
Trustee and Paying Agent shall not be liable to the Issuer or the former Owner
of any undelivered Bond for any interest on monies held in the Tender Fund, and
any such monies shall be held and applied as provided in Section 11.02 hereof.



-14-









 




Exhibit 4.19

     Section 3.11. Remarketing of the Bonds.



     (a) Upon the delivery of a Bondowner Tender Notice by any Owner in
accordance with Sections 3.06 or 3.07 hereof, or upon any mandatory tender
pursuant to Sections 3.02 or 3.03 hereof, the Remarketing Agent shall, in
accordance with and subject to the Remarketing Agreement, offer for sale and
use its best efforts to sell such Bonds in accordance with such Remarketing
Agreement, any such sale to be consummated on the Purchase Date at the Purchase
Price; provided, however, that Bonds shall not be remarketed to the Issuer or
any Affiliate thereof, any “insider” thereof within the meaning of the United
States Bankruptcy Code or to any party (other than the Credit Facility Provider
or the Liquidity Facility Provider) that is providing a guarantee of payments
on the Bonds.



     (b) After notification of conversion to a Fixed Rate has been given
pursuant to Section 2.04(b) hereof, if requested by the Issuer, the Remarketing
Agent shall offer for sale and use its best efforts to sell the Bonds to be so
converted to a Fixed Rate in accordance with the Remarketing Agreement, any
such sale to be consummated on the Interest Mode Adjustment Date applicable to
such Bonds, at the Purchase Price.



     (c) The Remarketing Agent shall not sell any Bond delivered pursuant to
Sections 3.06 or 3.07 or made subject to mandatory purchase pursuant to
Sections 3.01, 3.02 or 3.03 if the amount to be received from the sale of such
Bond is less than the Purchase Price to be paid for such Bond pursuant to
Sections 3.06 and 3.07 or Sections 3.01, 3.02 and 3.03, respectively.



     (d) By 3:00 p.m., New York City time, on the Business Day prior to the
Purchase Date, or in the case of Bonds in a Daily Mode by 10:45 a.m., New York
City time, on the Purchase Date, the Remarketing Agent shall give telephonic
notice, promptly confirmed by a written notice, to the Paying Agent and the
Liquidity Facility Provider, specifying the principal amount of such Bonds, if
any, sold by it pursuant to Sections 3.11(a) or (b) and the amount of funds
actually in the possession of the Remarketing Agent to be transferred to the
Trustee, and by no later than 11:00 a.m., New York City time 11:45 a.m., New
York City time, for Bonds in a Daily Mode), on the Purchase Date, the
Remarketing Agent shall deposit with the Paying Agent the proceeds from the
sale of the Bonds in immediately available funds. Upon receipt of the notice
from the Remarketing Agent as herein provided, the Paying Agent shall furnish
such information to the Issuer, the Trustee and the Liquidity Facility Provider
by telephonic or telegraphic notice, promptly confirmed by a written notice.



     (e) The Remarketing Agent shall, in accordance with the Remarketing
Agreement, continue to offer for sale and use its best efforts to sell at the
Purchase Price any Purchased Bonds and any Issuer Bonds; provided, however,
that no sale of any such Purchased Bonds or Issuer Bonds shall be made unless
the amount available pursuant to the terms of the Liquidity Facility is
reinstated as communicated by the Trustee to the Remarketing Agent with respect
to any such remarketed Purchased Bonds or Issuer Bonds. By 12:00 noon, New
York City time, on the date for the sale of any Purchased Bonds or Issuer Bonds
pursuant to this Section 3.11(e), which date may be any Business Day, the
Remarketing Agent shall give telegraphic or telephonic notice, promptly
confirmed by written notice, to the Paying Agent and the Liquidity Facility
Provider of the principal amount of Purchased Bonds and the Issuer Bonds to be
sold on such Business Day and the accrued interest to be paid by such
purchaser. By no later than 1:00 p.m., New York City time, on such sale date,
the Remarketing Agent shall deposit with the Paying Agent the proceeds from the
sale of the Purchased Bonds or Issuer Bonds in immediately available funds. By
2:30 p.m., New York City time, on such sale date, the Trustee shall pay to the
Paying Agent for the account of the Liquidity Facility Provider, from amounts
on deposit in the Debt Service Fund, by wire transfer in immediately available
funds, an amount of accrued interest on such Bonds equal to the difference
between the amount of accrued interest to be paid by the purchaser of such
Bonds and the amount of accrued interest due and owing on such Purchased Bonds
at the Purchased Bond Rate. The Trustee shall notify the Liquidity Facility
Provider and the Issuer of each sale of Purchased Bonds and



-15-









 




Exhibit 4.19

Issuer Bonds
pursuant to this Section 3.11(e). Any Issuer Bonds that remain unsold for a
period of ninety (90) days shall be automatically deemed canceled and the
Issuer shall instruct the Trustee to cancel such Bonds.



     Section 3.12. Source of Funds for Purchase of Bonds.



     (a) On the date on which Bonds are to be delivered for purchase pursuant
to this Article III, the Paying Agent shall purchase, but only from the sources
listed below and only after the Paying Agent has sufficient funds available,
such Bonds from the Owners thereof at the Purchase Price (unless such Bonds are
being redeemed on such date pursuant to Section 7.01 hereof). Funds for the
payment of the Purchase Price shall be derived solely from the following
sources in the order of priority indicated and none
of the Remarketing Agent, the Paying Agent or the Trustee shall be
obligated to provide funds from any other source:



          (i) amounts received by the Paying Agent, by 11:00 a.m., New York City
time (1:00) p.m., New York City time, for Bonds in a Daily Mode), on the
Purchase Date representing proceeds of the sale of such Bonds by the
Remarketing Agent;



          (ii) monies furnished by the Liquidity Facility Provider under the
Liquidity Facility; and



          (iii) monies furnished by the Issuer.



     Bonds, the Purchase Price of which is paid for with funds drawn on the
Liquidity Facility pursuant to this Section, shall be registered to the
Liquidity Facility Provider, or its designee, by the Trustee (whether or not
such Bonds are delivered by the tendering Bondowner) and shall be “Purchased
Bonds”. Bonds, the Purchase Price of which is paid for initially by the
Liquidity Facility but reimbursed with funds provided by the Issuer to the
Liquidity Facility Provider, and Bonds purchased with monies furnished by the
Issuer pursuant to Section 3.14 shall be registered in the name of the Issuer
by the Trustee and shall be “Issuer Bonds”. Issuer Bonds shall be held by the
Trustee for the account of such Issuer until transferred pursuant to Section
3.11 or canceled pursuant to instructions of the Issuer. Issuer Bonds and
Purchased Bonds shall not be subject to optional or mandatory tender for
purchase, but Purchased Bonds are subject to redemption as provided hereunder.



     (b) If the Paying Agent is unable to purchase any Bond tendered for
purchase pursuant to Section 3.06 or 3.07, or subject to mandatory purchase
pursuant to Section 3.01, 3.02 or 3.03 because sufficient funds are not
available therefor from the sources indicated in Section 3.12(a), no purchase
of any Bonds shall occur on that date and all Bonds subject to purchase shall
be returned by the Paying Agent to their Owners and such failure shall be a
default hereunder pursuant to Section 8.01(c) hereof. Such Owners shall not
relinquish any right to tender pursuant to Sections 3.06 or 3.07 by virtue of
the return of such Bonds and shall continue to be subject to the provisions for
mandatory purchase pursuant to Section 3.01, 3.02 and 3.03, as otherwise
provided herein, and interest accruing on such Bonds shall be payable to such
Owners.



     Section 3.13. Registration of Tendered Bonds, Purchased Bonds and Issuer
Bonds; Custody of Remarketing Proceeds.



     (a) The Paying Agent shall register the transfer of such Bonds tendered to
it upon the books kept for the registration and transfer of Bonds and the
Issuer, subject to the provisions of Section 2.01(e), shall execute and the
Paying Agent shall authenticate and deliver a new registered Bond or Bonds,
registered in the name of the purchaser or purchasers thereof, in the aggregate
principal amount equal to



-16-









 




Exhibit 4.19

the principal amount of such Bond, of like date and
tenor, in exchange for or in lieu of, and in substitution for, such Bond.



     Purchased Bonds and Issuer Bonds shall be registered as such on the books
and records maintained by the Trustee for registration of Bonds (or if the
Bonds are held in the Book-Entry Only System, such Bonds shall be recorded in
the books of the securities depository for the account of the Trustee and shall
be deemed to be Purchased Bonds or Issuer Bonds, as the case may be). The
Trustee shall not be required to authenticate or deliver Purchased Bonds or
Issuer Bonds, except that it shall authenticate and deliver Purchased Bonds
pursuant to written instructions received from the Liquidity Facility Provider.
Upon receipt by the Trustee of notice from the Remarketing Agent that a
purchaser has been found for Purchased Bonds or Issuer Bonds held by the
Trustee, the Trustee shall register and deliver such Bonds to such
purchaser (at which time such Bonds shall cease to be Purchased Bonds or
Issuer Bonds) upon receipt by the Trustee of the Purchase Price of such Bonds,
provided, however, that no Purchased Bond or Issuer Bond shall be so registered
and delivered unless the Trustee has received from the Liquidity Facility
Provider a written notice of the reinstatement of the principal and interest
component of the Liquidity Facility. The Trustee shall promptly give
telegraphic or telephonic notice, promptly confirmed by a written notice, to
the Remarketing Agent whenever (i) it is prohibited from registering and
delivering Bonds pursuant to this Indenture and (ii) if the Trustee has been so
prohibited, upon the restoration of its power hereunder to register and deliver
Bonds.



     (b) The Remarketing Agent and the Paying Agent, as applicable, shall hold
the proceeds of any sale of Bonds delivered to it for purchase pursuant to this
Indenture for the account of and for the benefit of the person who delivered
such Bond for purchase and shall deliver the proceeds of such sale to such
person.



     (c) The Remarketing Agent shall give telegraphic or telephonic notice,
promptly confirmed by a written notice, to the Paying Agent no later than 11:00
a.m., New York City time, on a day upon which Bonds are to be purchased
pursuant to Article III hereof, to the extent the Remarketing Agent has not
received remarketing proceeds sufficient to pay the Purchase Price of Bonds
delivered or deemed delivered pursuant to Article III hereof. The Paying Agent
shall promptly thereafter make demand for payment of monies under the Liquidity
Facility in accordance with the provisions of Section 3.14.



     Section 3.14. Demand on the Liquidity Facility; Issuer Bonds.



     The Trustee shall, no later than 4:00 p.m., New York City time, on the day
preceding each Purchase Date (12:00 noon, New York City time, on each Purchase
Date, for Bonds in a Daily Mode), draw on the Liquidity Facility and the
Liquidity Facility Provider shall disburse by 12:00 noon, New York City time,
on the Purchase Date (2:15 p.m., New York City time, on the Purchase Date for
Bonds in a Daily Mode), an amount which shall be sufficient, together with the
amount of funds the Remarketing Agent has in its possession as stated in its
notice to the Paying Agent pursuant to Section 3.11(d) hereof, to enable the
Paying Agent to pay the Purchase Price of all tendered Bonds or deemed tendered
Bonds. The Paying Agent shall not, however, use any amounts drawn under the
Liquidity Facility to pay the Purchase Price of Purchased Bonds or Issuer
Bonds, and that in the case of an Expiration Date, a Termination Date or a
Substitution Date relating to the expiration, termination or substitution of a
Credit Facility, such draw shall be made under the Credit Facility, rather than
the Liquidity Facility.



     If the amount received by the Paying Agent from the sale of the Bonds by
the Remarketing Agent, together with amounts furnished by the Liquidity
Facility Provider under the Liquidity Facility, received by the Paying Agent
for the purchase of Bonds supported by a Liquidity Facility and tendered or
deemed tendered pursuant to Article III is not sufficient to pay the Purchase
Price of such Bonds on the Purchase Date, the Trustee shall before 1:00 p.m.
New York City time, on such Purchase Date, notify the Issuer and the
Remarketing Agent of such deficiency by telegraphic or telephonic notice,
promptly



-17-









 




Exhibit 4.19

confirmed by a written notice. The Issuer shall pay to the Trustee in
immediately available funds by 2:15 p.m., New York City time, on the Purchase
Date an amount equal to the Purchase Price of such Bonds less the amount, if
any, available to pay the Purchase Price in accordance with Section 3.11 from
the proceeds of the remarketing of such Bonds or from drawings on the Liquidity
Facility, as reported by the Trustee. To the extent that payments made by the
Issuer on the Purchase Date, together with amounts available to pay the
Purchase Price in accordance with Section 3.11 from the proceeds of the
remarketing of such Bonds or from drawings on the Liquidity Facility exceeds
the Purchase Price, the excess (which shall be deemed to have come from the
Issuer) shall be disbursed at 2:15 p.m. New York City time to reimburse the
Liquidity Facility Provider for draws under the Liquidity Facility.



     Section 3.15. No Remarketing of Bonds after Certain Defaults.



     Anything in this Indenture to the contrary notwithstanding, there shall be
no remarketing of Bonds (a) pursuant to Section 3.11 hereof if there shall have
occurred and be continuing an Event of Default described in Section 8.01
hereof, the Credit Facility Provider shall be in default of its payment
obligations under the Credit Facility or a Credit Facility Event of Insolvency
shall have occurred, or (b) if such Bonds have been called for redemption
pursuant to Article VII hereof, unless the potential Owners of any such
remarketed Bonds have been given prior written notice stating that such Bonds
have been called for redemption and the date of redemption for such Bonds.



     Section 3.16. Authorized Denominations.



     Notwithstanding anything in this Indenture to the contrary, no portion of
any Bond may be tendered if the principal amount of the Bonds to be owned by
the Owner of the Bond thereafter is less than an Authorized Denomination.



     Section 3.17. Assignment of Credit Facility and Liquidity Facility on
Resignation of Trustee and Paying Agent.



     Upon the resignation or removal of the Trustee or the Paying Agent and the
appointment of a successor Trustee or Paying Agent, as the case may be,
pursuant to this Indenture, the Trustee or the Paying Agent, as the case may
be, shall prepare and present to each Credit Facility Provider and Liquidity
Facility Provider, the certificates, if any, specified by the Credit Facility
Provider and the Liquidity Facility Provider, respectively, to effect the
transfer of the Credit Facility and the Liquidity Facility to the successor
Trustee or Paying Agent, as the case may be.



     Section 3.18. Priority of Tenders.



     If a mandatory tender pursuant to Sections 3.01, 3.02 or 3.03 shall occur
on or prior to a date for which notice of an optional tender has been given
pursuant to Sections 3.06 or 3.07, such mandatory tender shall take precedence.



     Section 3.19. Substitute Credit Facility.



     (a) Unless thirty-five (35) days prior to the Credit Facility Expiration
Date the Issuer delivers to the Trustee evidence of the extension of the Credit
Facility on substantially the same terms as originally issued (including that
amounts may be drawn under the Credit Facility in the same circumstances as
provided in Section 2.07), the Trustee shall direct the Paying Agent to give
notice to the Bondowners, in accordance with the provisions of Section 3.04(a),
and the Bonds shall be subject to mandatory tender in accordance with Section
3.03(a).



-18-









 




Exhibit 4.19

     (b) Upon not less than forty-five (45) days written notice to the Trustee,
the Issuer may on any Interest Payment Date during the then current Interest
Mode provide for the replacement of the Credit Facility, by the delivery of a
Substitute Credit Facility and the return by the Trustee of the Credit
Facility, subject to the requirements of Section 3.19(c); provided, however,
that the Credit Facility shall not be replaced if any Bonds are in a Flexible
Mode except on the Flexible Date with respect to such Bonds.



     (c) The following conditions shall apply to the delivery of any Substitute
Credit Facility pursuant to this Section 3.19:




          (i) The Substitute Credit Facility shall have a term of not less
than 364 days.




          (ii) Prior to the substitution of any Credit Facility, the Issuer
shall have delivered to the Trustee:




               (A) a statement identifying the Substitute Credit Facility
Provider and a statement from each Rating Agency stating the rating
of the Bonds would not be reduced or withdrawn as a result of the
proposed substitution;




               (B) an opinion of counsel for the Substitute Credit Facility
Provider satisfactory to the Issuer that it constitutes a legal,
valid and binding obligation of the Substitute Credit Facility
Provider enforceable in accordance with its terms;




               (C) a certificate of the Credit Facility Provider that all
Credit Facility Payment Obligations or amounts otherwise owed to
the Credit Facility Provider have been or will concurrently be
paid; and




               (D) a certificate of the Issuer stating that it has the means
to reimburse the Credit Facility Provider for the final draw on the
Credit Facility.




          (iii) Each Substitute Credit Facility must be similar with respect
to payment provisions for the Bonds in all material respects to the
previous Credit Facility and be on terms no less favorable to the Trustee
as the Credit Facility being replaced.




          (iv) If at any time the Credit Facility and the Liquidity Facility
are provided by the same facility, the Substitute Credit Facility and the
Substitute Liquidity Facility must be replaced simultaneously.



     Section 3.20. Substitute Liquidity Facility.



     (a) Unless thirty-five (35) days prior to the Liquidity Facility
Expiration Date the Issuer delivers to the Trustee evidence of the extension of
the Liquidity Facility on substantially the same terms as originally issued
(including that amounts may be drawn under the Liquidity Facility in the same
circumstances as provided in this Article III), the Trustee shall direct the
Paying Agent to give notice to the Bondowners, in accordance with the
provisions of Section 3.04(a), and the Bonds shall be subject to mandatory
tender in accordance with Section 3.03(a).



     (b) Upon not less than forty-five (45) days written notice to the Trustee,
the Issuer may on any Interest Payment Date during the then current Interest
Mode provide for the replacement of the Liquidity Facility, by the delivery of
a Substitute Liquidity Facility and the return by the Trustee of the Liquidity
Facility, subject to the requirements of Section 3.20(c); provided, however,
that the Liquidity



-19-









 




Exhibit 4.19

Facility shall not be replaced if any Bonds are in a
Flexible Mode except on the Flexible Date with respect to such Bonds.



     (c) The following conditions shall apply to the delivery of any Substitute
Liquidity Facility pursuant to this Section 3.20:




          (i) The Substitute Liquidity Facility shall have a term of not less
than 364 days.




          (ii) Prior to the substitution of any Liquidity Facility, the Issuer
shall have delivered to the Trustee:




               (A) a statement identifying the Substitute Liquidity Facility
Provider and a statement from each Rating Agency, stating the
rating of the Bonds as a result of the proposed substitution; and




               (B) an opinion of counsel for the Substitute Liquidity
Facility Provider satisfactory to the Issuer, the Remarketing
Agents and the Credit Facility Provider that it constitutes a
legal, valid and binding obligation of the Substitute Liquidity
Facility Provider enforceable in accordance with its terms.




          (iii) Each Substitute Liquidity Facility must be similar with
respect to the payment provisions affecting the Bondowners’ rights to
tender Bonds in all material respects to the previous Liquidity Facility,
and be satisfactory to the Issuer, the Trustee, the Credit Facility
Provider and the Remarketing Agents. No Substitute Liquidity Facility
may take effect unless all Purchased Bonds, if any, Outstanding under the
existing Liquidity Facility are purchased by such Substitute Liquidity
Facility Provider.




          (iv) If at any time the Credit Facility and the Liquidity Facility
are provided by the same facility, the Substitute Credit Facility and the
Substitute Liquidity Facility must be replaced simultaneously.



ARTICLE IV: [RESERVED]




ARTICLE V: ESTABLISHMENT AND APPLICATION OF FUNDS; CREDIT FACILITY




     Section 5.01. Establishment of Funds; Accounts within Funds.



     There are hereby established with the Trustee for the Initial Bonds, and
for any Series of Additional Bonds issued on parity with the Initial Bonds with
respect to the pledge of the Trust Estate, the following Funds and Accounts
within Funds, each of which shall be held by the Trustee, for the term of this
Indenture, segregated from all other monies of the Trustee:



     (a) a Refunding Fund;



     (b) a Debt Service Fund, and within such Fund, a Principal Account, and an
Interest Account;



     (c) a Costs of Issuance Fund; and



     (d) such other Funds and Accounts as may be established from time to time
by the written direction of the Issuer.



-20-









 




Exhibit 4.19

     If the Issuer issues Additional Bonds pursuant to Article XV hereof which
are not on a parity with the Initial Bonds with respect to the pledge of the
Trust Estate or have additional security in addition to the Trust Estate, the
supplemental indenture providing for the issuance of such Additional Bonds
shall provide for the establishment of separate Funds and Accounts for such
Additional Bonds.



     The Trustee in its sole discretion, may establish accounts and
subaccounts within the Funds pursuant to this section for internal accounting
purposes.



     Section 5.02. Refunding Fund.



     (a) There shall be deposited in the Refunding Fund any and all amounts
required to be deposited therein pursuant to Section 2.02(a) of this Indenture
or otherwise required to be deposited therein pursuant to this Indenture.



     (b) The Trustee shall apply monies on deposit in the Refunding Fund to pay
in full the principal of, premium, if any, on and interest on the Prior
Obligations on April 8, 2004.



     Section 5.03. Debt Service Fund.



     (a) Monies shall be deposited in the Debt Service Fund as provided in this
Indenture. The monies in the Debt Service Fund and any investments held as
part of such Funds shall be held in trust and, except as otherwise provided,
shall be applied solely to the payment of the principal (including sinking fund
installments), redemption premium, if any, and interest on the Bonds, or to
reimburse the Credit Facility Provider for draws on the Credit Facility
pursuant to Section 2.07 to pay the same.



     (b) There shall be deposited by the Trustee to the credit of the Principal
Account of the Debt Service Fund, as and when received, all payments made by
the Issuer on account of principal on the Bonds. There shall be deposited by
the Trustee to the credit of the Interest Account of the Debt Service Fund, as
and when received, all payments made by the Issuer on account of interest on
the Bonds.



     (c) The Trustee shall, subject to the provisions of the Credit Facility
then in effect, make available to the Paying Agent (or to the Credit Facility
Provider if the Bonds are then covered by a Credit Facility providing for the
direct payment of the principal or redemption price of and interest on the
Bonds) from the Principal Account of the Debt Service Fund sufficient amounts
to pay the principal or redemption price of Bonds and from the Interest Account
of the Debt Service Fund sufficient amounts to pay interest on the Bonds, as
the same shall become due and payable, without further direction from the
Issuer.



     (d) If funds held in the Principal Account of the Debt Service Fund are
not used on the first Interest Payment Date following the date such funds were
deposited in such Account, thereafter, while such funds remain on deposit in
the Principal Account, the Trustee shall transfer any available investment
earnings on such amount on hand to the Interest Account of the Debt Service
Fund.



     Section 5.04. [RESERVED]



     Section 5.05. [RESERVED]



     Section 5.06. Costs of Issuance Fund.



     A Costs of Issuance Fund is hereby established to be held by the Trustee.
The monies in the Costs of Issuance Fund representing proceeds of the Bonds
shall be held in trust and, except as otherwise provided in this Indenture,
shall be applied by the Trustee, at the written direction of the Issuer, solely
to



-21-









 




Exhibit 4.19

the payment or reimbursement of the Costs of Issuance of the Bonds. The
Trustee, at the written direction of the Issuer, shall pay from the Costs of
Issuance Fund the Costs of Issuance of the Bonds, including, without
limitation, the reasonable fees and expenses of financial consultants, experts
and Issuer’s counsel and the reasonable fees and expenses, including reasonable
attorneys’ fees, of the Trustee. Any original or investment proceeds from the
sale of the Bonds held in the Costs of Issuance Fund one hundred eighty (180)
days after the Issue Date shall be transferred to the Interest Account within
the Debt Service Fund. To the extent the Costs of Issuance Fund is
insufficient to pay any of the Costs of Issuance of the Bonds, the Issuer shall
be responsible for the deficiency.



     Section 5.07. [RESERVED]



     Section 5.08. Application of Initial Bond Proceeds and Other Monies.



     The Trustee shall deposit all proceeds of the Initial Bonds and other
monies delivered by the Issuer immediately upon receipt thereof in the Funds
and Accounts established under this Indenture as described in this Section.



     (a) The original proceeds of the Initial Bonds shall be deposited as
provided in Section 2.02.



     (b) All payments from the Issuer shall be deposited in the relevant
Account of the Debt Service Fund, as directed in writing by the Issuer. The
amounts of Issuer payments constituting interest payments shall be deposited in
the Interest Account of the Debt Service Fund. The amounts of Issuer payments
constituting principal payments shall be deposited in the Principal Account of
the Debt Service Fund.



     Section 5.09. Rights of Credit Facility Provider.



     (a) To the extent that the Credit Facility Provider makes payment of
principal of or interest on the Bonds and has not been reimbursed therefor, it
shall be entitled to the right to payment of principal of or interest on such
Bonds and shall be fully subrogated to all of the Owner’s rights and security
thereunder and under this Indenture, including the registered Owner’s right to
payment thereof.



     (b) For so long as the Credit Facility shall be in full force and effect,
the Bonds shall not be subject to acceleration upon the occurrence of an Event
of Default without the prior written consent of the Credit Facility Provider.



     (c) For so long as the Credit Facility shall be in full force and effect,
the Trustee shall give notice within three (3) Business Days to the Credit
Facility Provider at its address as specified in Section 16.02 of the
occurrence of any Event of Default as defined in Section 8.01 of which an
officer in the Corporate Trust Department of the Trustee has actual knowledge.



     (d) To the extent that this Indenture confers upon or gives or grants to a
Credit Facility Provider any right, remedy or claim under or by reason of this
Indenture, the Credit Facility Provider is hereby explicitly recognized as
being a third-party beneficiary hereunder and may enforce any such right,
remedy or claim conferred, given or granted hereunder. Nothing in this
Indenture expressed or implied is intended or shall be construed to confer
upon, or to give or grant to, any person or entity, other than the Issuer, the
Trustee, the Credit Facility Providers, the Paying Agent and the Bondowners,
any right, remedy or claim under or by reason of this Indenture or any
covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Indenture contained by and on behalf of the
Issuer or the Trustee shall be for the sole and exclusive benefit of the
Issuer, the Trustee, the Credit Facility Providers, the Paying Agent and the
Bondowners.



-22-









 




Exhibit 4.19

     (e) Any provision of this Indenture expressly recognizing or granting
rights in or to a Credit Facility Provider may not be amended in any manner
which affects the rights of the Credit Facility Provider hereunder without the
prior written consent of the Credit Facility Provider.



     (f) Notwithstanding anything in this Indenture to the contrary, upon the
default of the Credit Facility Provider of its payment obligations under a
Credit Facility or the occurrence of a Credit Facility Event of Insolvency, the
Credit Facility Provider shall have no rights hereunder other than rights it
may have with respect to Purchased Bonds and other rights of subrogation as
herein provided to the extent that the Credit Facility Provider has made
payments under the Credit Facility.



     (g) For as long as a Credit Facility shall be in full force and effect,
the registration books maintained by the Paying Agent shall be available to
such Credit Facility Provider and its designated agent for reasonable
inspection and copying.



     (h) Notwithstanding anything in this Indenture to the contrary, for so
long as the Credit Facility for a Series of Bonds shall be in full force and
effect and provided that the Credit Facility Provider shall not be in default
of its payment obligations under such Credit Facility and no Credit Facility
Event of Insolvency shall have occurred, (i) the Credit Facility Provider shall
be deemed to be the sole Owner of all Bonds of such Series, for all purposes of
Article VIII and Section 9.06, (ii) the Credit Facility Provider shall be
deemed to be the sole Owner of all Bonds of such Series at all times for the
purpose of all approvals, consents, waivers or institution of any actions and
the direction of any remedies, other than for the purpose of making amendments
which pursuant to clauses (i), (ii) and (iii) of Section 13.02 require the
consent of the individual Owners of each Bond which would be affected by such
change, in which case the consents of both the Bondowners and the Credit
Facility Provider shall be required and, (iii) when the consent of all or a
certain percentage of Bondowners is required, then the prior written consent of
the Credit Facility Provider shall also be required.



     (i) The provisions contained in this section and Section 13.01 and the
Credit Facility Provider’s rights to consents, approvals and waivers, but not
its rights to receive notices, shall be null and void upon the happening of any
of the following: (i) a Credit Facility Event of Insolvency, except to the
extent of payments made by the Credit Facility Provider under the Credit
Facility which are not voidable preferences; or (ii) the Credit Facility
Provider shall be in default of its payment obligations under the Credit
Facility.



     (j) The Trustee shall not take the Credit Facility into account when
determining whether the Bondowners are adversely affected or benefited by
actions taken under this Indenture.



     (k) The Credit Facility Provider for a Series of Bonds shall be furnished
with information or given notice, addressed to it at its address set forth in
Section 16.02 or such other address as it shall have furnished to the person
giving notice, as follows:




          (i) Notwithstanding any other provision of this Indenture, the
Trustee shall notify such Credit Facility Provider (A) promptly if at any
time there are insufficient monies to make any payments of principal or
interest as required, (B) within three (3) Business Days upon the
occurrence of any Event of Default hereunder of which an Authorized
Officer of the Trustee has actual knowledge and (C) prior to a refunding
of or redemption of Bonds of such Series, including the principal
amounts, maturities, and CUSIP numbers of the Bonds of such Series to be
redeemed.




          (ii) The Trustee shall notify the Credit Facility Provider
immediately of the commencement of any proceeding by or against the
Issuer, of which an Authorized Officer of the Trustee has actual notice,
commenced under the United States Bankruptcy Code or any other



-23-









 




Exhibit 4.19

applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
“Insolvency Proceeding”).




          (iii) The Trustee shall notify the Credit Facility Provider
immediately of the making of any claim of which an Authorized Officer has
actual notice in connection with any Insolvency Proceeding seeking the
avoidance as a preferential transfer of any payment of principal of, or
interest on, the Bonds.




          (iv) Such additional information as the Credit Facility Provider
reasonably may request from time to time.



     (l) The Credit Facility Provider for a Series of Bonds shall be paid or
reimbursed by the Issuer, for any and all charges, fees, costs and expenses
which the Credit Facility Provider may reasonably pay or incur in connection
with (i) the administration, enforcement, defense or preservation of any rights
in respect of this Indenture, (ii) the pursuit of any remedies under this
Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver
or other action with respect to, or related to, this Indenture whether or not
executed or completed, (iv) the violation by the Issuer of any law, rule or
regulation, or any judgment, order or decree applicable to it, or (v) any
litigation or other dispute in connection with this Indenture or the
transactions contemplated hereby, other than amounts resulting from the failure
of the Credit Facility Provider to honor its payment obligations under the
Credit Facility.



     (m) The rights granted to the Credit Facility Provider for a Series of
Bonds under this Indenture to request, consent to or direct any action are
rights granted to the Credit Facility Provider in consideration of its issuance
of the Credit Facility for such Series of Bonds.



     (n) The Liquidity Facility and the Credit Facility may be provided by a
single provider and a single facility. If there is a single facility,
including the Letter of Credit, draws upon the Liquidity Facility pursuant to
Sections 3.01, 3.02, 3.03, 3.06 and 3.07, together with any and all amounts due
to the Liquidity Facility Provider pursuant to the Liquidity Facility
Documents, if not repaid by the Issuer, shall for all purposes of this
Indenture be considered Credit Facility Payment Obligations.



     (o) In the event that the principal of and/or interest on the Bonds shall
be paid by the Credit Facility Provider pursuant to the terms of the Credit
Facility, such Bonds shall remain Outstanding, the assignment and pledge of the
Trust Estate and all covenants, agreements and other obligations of the Issuer
to the registered Owners shall continue to exist and the Credit Facility
Provider shall be entitled to all of the rights of such registered Owners in
accordance with the terms and conditions hereof and of the Credit Facility
Documents.



     Section 5.10. [RESERVED].



     Section 5.11. Procedure When Funds Sufficient to Pay All Bonds.



     If at any time the amounts held by the Trustee pursuant to Section 14.01
hereof are sufficient to pay all principal or redemption price of and interest
on all Bonds Outstanding of a Series, together with any amounts due the Credit
Facility Providers and Liquidity Facility Providers of such Series, and all
other amounts due hereunder, the Trustee shall notify the Issuer to that
effect, the Issuer shall then instruct the Trustee to draw on any available
Credit Facility up to its stated amount and thereafter the Trustee shall apply
such amounts first to the payment of such principal (or redemption price) and
interest in accordance with this Article V not paid by a Credit Facility
Provider, and second, to the payment of any amounts due to a Credit Facility
Provider and itself pursuant to any provision hereof with respect to such
Series of Bonds. Any surplus sums thereafter remaining on deposit in any Fund
or Account created hereunder for such Series of Bonds, to the extent the same
are not required for the purposes thereof,



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Exhibit 4.19

shall, at the written direction and
in accordance with the instructions of the Issuer, be remitted to the Issuer
free and clear of the lien hereof.



     Section 5.12. Reports By Trustee.



     The Trustee shall furnish monthly to the Issuer and to the Credit Facility
Provider for such Series of Bonds, if so requested, a report on the status of
each of the Funds and Accounts established under this
Article V which are held by the Trustee, showing at least the balance in
each such Fund and Account as of the first day of the preceding month, the
total of deposits to (including interest on investments) and the total of
disbursements from each such Fund and Account, the dates of such deposits and
disbursements, and the balance in each such Fund and Account on the last day of
the preceding month. The Trustee shall also report to the Issuer and to the
Credit Facility Provider for such Series of Bonds, if so requested, on such
dates the amount of prepayments made by the Issuer. Upon the request of the
Trustee, the Issuer shall grant, in its sole discretion, an extension of five
days or such longer period as the Issuer may grant, in its sole discretion, for
the furnishing of reports under this section.



ARTICLE VI: INVESTMENT OF FUNDS




     Section 6.01. Investments.



     Any monies held in any of the Funds or Accounts established hereunder
shall be invested by the Trustee, upon written direction of the Issuer,
specifying the particular investment to be made, but only as follows:




          (a) Monies in the Debt Service Fund only in Permitted
Investments, except those listed in items C, H, J and L of the
definition thereof, maturing in such amounts and on such dates as
may be necessary to provide monies to meet the payments from such
Fund, provided, however, that monies held in the Debt Service Fund
for the payment of the redemption price of any Bonds called for
redemption pursuant to the provisions of Article VII shall be
invested in Government Obligations or Permitted Investments listed
in item D of the definition thereof;




          (b) Monies in the Costs of Issuance Fund only in Permitted
Investments maturing or redeemable at the option of the holder not
later than the time when such monies are expected to be needed;
and




          (c) Monies in the Refunding Fund only in Permitted Investments.



     Notwithstanding any other provisions of this Indenture concerning the
requirement that all investment instructions shall be given to the Trustee by
the Issuer in writing, in the event that the Trustee has not received
instructions from the Issuer to invest any monies remaining in any Fund or
Account hereunder, the Trustee shall deposit on or before the next Business Day
such monies in Permitted Investments listed in item D of the definition
thereof.



     The Trustee is hereby authorized, in making or disposing of any investment
permitted by this Section, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting
as an agent of the Trustee or for any third person or dealing as principal for
its own account.



     Any securities or investments held by the Trustee shall be transferred by
the Trustee, if instructed in writing by the Issuer, from any of the Funds or
Accounts mentioned in this Section to any other of the Funds or Accounts
mentioned in this Section at the then current market value thereof without
having to



-25-









 




Exhibit 4.19

be sold and purchased or repurchased; provided, however, that after
any such transfer or transfers the investments in each such Fund or Account
shall be in accordance with the provisions as stated in this Section.



     Upon the request of the Issuer or as otherwise provided in this Indenture,
interest earned and profits realized by reason of any investment in any Fund or
Account shall be transferred to the Interest Account of
the Debt Service Fund and any loss shall be charged to the Fund or Account
with respect to which they were incurred.



     The Trustee may sell or redeem any obligations in which monies shall have
been invested, to the extent necessary to provide cash in the respective Funds
or Accounts, to make any payments required to be made therefrom, or to
facilitate the transfers of monies, securities or investments between various
Funds and Accounts as may be required or permitted from time to time pursuant
to the provisions of this Article.



     In computing the value of the assets in any Fund or Account hereunder, the
Trustee, if required hereunder to value any Fund or Account under its control,
shall value such assets at the current market value thereof. In computing such
value, accrued interest on any investment shall be deemed a part thereof.



     Neither the Trustee nor the Issuer shall be liable for any depreciation in
the value of any obligations in which monies of the Funds or Accounts shall be
invested, as aforesaid, or for any loss arising from any investment,
reinvestment or liquidation of an investment permitted hereunder.



ARTICLE VII: REDEMPTION OF BONDS




     Section 7.01. Redemption of Bonds.



     (a) Optional Redemption of Bonds.



     Prior to the Fixed Rate Date applicable to any Variable Rate Bonds, such
Bonds shall be subject to optional redemption prior to maturity, at the option
of the Issuer, on any Interest Payment Date, in whole or in part, at a
redemption price equal to 100% of the principal amount thereof, plus interest
accrued to the redemption date.



     After the Fixed Rate Date, such Bonds shall be subject to optional
redemption prior to maturity, at the option of the Issuer, in whole or in part
at any time, in accordance with the terms established in connection with the
conversion of such Bonds to a Fixed Rate.



     (b) Mandatory Redemption.



          (i) Sinking Fund Redemption — Fixed Rate Bonds. Fixed Rate Bonds may be
subject to mandatory sinking fund redemption prior to maturity, in whole or in
part on any applicable Interest Payment Date at a redemption price equal to
100% of the principal amount thereof, plus accrued interest to the redemption
date to the extent that monies (which have not been applied to the optional
redemption of Bonds as described above) are deposited in the Debt Service Fund
in accordance with the schedule established at the time of issuance of such
Bonds or the conversion of such Bonds to Fixed Rate Bonds.



          (ii) Purchased Bonds. Purchased Bonds shall be subject to mandatory
redemption prior to maturity, in whole, on the Liquidity Facility Expiration
Date at a redemption price equal to 100% of the principal amount thereof, plus
accrued interest to the redemption date.



-26-









 




Exhibit 4.19

          (iii) Sales Proceeds. Bonds shall be subject to mandatory redemption
prior to maturity, in whole or in part, on any applicable Interest Payment Date
at a redemption price equal to 100% of the principal amount thereof, plus
accrued interest to the redemption date, to the extent that monies from the
sale of the Issuer’s assets are required to be deposited with the Trustee
hereunder and applied toward such redemption pursuant to the Reimbursement
Agreement.



     (c) Purchase of Bonds.



     Subject to the two following sentences, the Issuer may purchase Bonds and
credit them against principal payments of the Issuer by delivering them to the
Trustee for cancellation. Payments of principal on Bonds bearing interest at a
Variable Rate may be satisfied under this subsection only by delivery of the
same for cancellation at least sixty (60) days before the maturity date of the
Bonds against which such purchased Bonds are to be applied. Payments of
principal on Fixed Rate Bonds subject to a sinking fund may be satisfied under
this subsection only by the delivery of the same for cancellation at least
sixty (60) days before the mandatory sinking fund installment date of the Bonds
against which such purchased Bonds are to be applied.



     (d) Selection of Bonds to be Called for Redemption.



     Except as otherwise provided herein or in the form of Bonds, if less than
all the Bonds of a maturity or sinking fund installment are to be redeemed, the
particular Bonds to be called for redemption shall be selected by lot by the
Trustee, using such method of selection as it shall deem proper in its
discretion; provided, however, that so long as the Bonds are registered in the
Book-Entry Only System, beneficial interests in Bonds shall be selected for
redemption by DTC in such manner as DTC may determine, and provided further
that any Purchased Bonds shall be redeemed first, prior to calling any other
Bonds for redemption.



     (e) Notice of Redemption.



     When Bonds are to be redeemed, the Trustee shall give notice in the name
of the Issuer, which notice shall identify the Bonds to be redeemed by Series,
maturity and CUSIP number, state the date fixed for redemption and the
principal amount to be redeemed, and state that such Bonds will be redeemed at
the trust office of the Paying Agent. The Trustee shall give notice of any
redemption (except mandatory sinking fund redemptions) only with respect to
Bonds for which monies and deposits are then held by the Trustee for such
purpose. The notice shall further state that on such date there shall become
due and payable upon each Bond to be redeemed the redemption price thereof,
together with interest accrued to the redemption date, and that monies therefor
having been deposited with the Paying Agent, from and after such date, interest
thereon shall cease to accrue. The Trustee shall mail the redemption notice
(i) prior to the Fixed Rate Date, not more than twenty-five (25) nor less than
fifteen (15) days, and (ii) on and after the Fixed Rate Date not more than
forty-five (45) nor less than thirty (30) days prior to the date fixed for
redemption, to the registered Owners of any Bonds which are to be redeemed, at
their addresses shown on the registration books maintained by the Paying Agent,
to the office of each of the Remarketing Agent of the Bonds and to the Credit
Facility Providers. Failure to mail notice to a particular Bondowner, or any
defect in the notice to such Bondowner, shall not affect the redemption of any
other Bond. Failure to mail notice to the Remarketing Agent or the Credit
Facility Providers, or any defect in the notice to them, shall not affect the
redemption of any Bond.



     (f) Sources of Redemption Payments.



     If any Bonds of a Series are to be redeemed prior to the maturity thereof
(other than pursuant to Section 7.01(b)(ii) of this Indenture) and a Credit
Facility is in place to support the payment of such Series of Bonds, such
redemption shall be effectuated by the Trustee’s drawing on such Credit
Facility



-27-









 




Exhibit 4.19

and the funds or Government Obligations on deposit in the Debt Service
Fund or any other fund created for the purpose of redeeming Bonds shall be used
by the Trustee to reimburse the Credit Facility Provider for such draw.
Purchased Bonds redeemed pursuant to Section 7.01(b)(ii) shall be redeemed by
funds provided by the Issuer.



ARTICLE VIII: DEFAULT AND REMEDIES




     Section 8.01. Events of Default Defined.



     Each of the following shall be an “Event of Default” hereunder:



     (a) Payment of the principal or redemption price of any Bond is not made
when it becomes due and payable, whether at maturity or upon call for
redemption; or



     (b) Payment of any interest on any Bond is not made when it becomes due
and payable; or



     (c) Payment of the Purchase Price of any Bonds is not be made when it
becomes due and payable; or



     (d) The Trustee shall have received written notice from the Credit
Facility Provider or the Liquidity Facility Provider of the occurrence of an
event of default under the Reimbursement Agreement; or



     (e) The Trustee shall have received a written notice from the Credit
Facility Provider within ten (10) calendar days after a drawing under the
Credit Facility that the Credit Facility Provider has not reinstated the amount
so drawn, and such non-reinstatement causes the total amount of the obligation
of the Credit Facility Provider under the Credit Facility to be less than the
principal amount of the Outstanding Bonds supported by the Credit Facility,
plus accrued interest for a period of fifty-two (52) days at the Maximum Rate;
or



     (f) An Issuer Event of Insolvency; or



     (g) Failure of the Issuer to perform its non-payment obligations hereunder
after the expiration of thirty (30) days from the date notice of such failure
is received by the Issuer or a longer reasonable period where the Issuer is
actively working to cure such failure and such efforts are reasonably likely to
result in such cure; or



     (h) Any other Event of Default provided for in a supplemental indenture
with respect to the issuance of Additional Bonds shall have occurred.



     Upon the occurrence of any Event of Default of which an Authorized Officer
of the Trustee has actual knowledge, the Trustee shall give prompt notice
thereof to the Credit Facility Providers, the Issuer, the Remarketing Agent and
the Paying Agent (in the case of the Credit Facility Provider within three (3)
Business Days).



     Section 8.02. Acceleration and Annulment Thereof.



     (a) Upon the happening of any Event of Default specified in Section 8.01
(other than an Event of Default specified in Section 8.01(d), (e) or (f)), the
Trustee may, subject to the prior written consent of the Credit Facility
Providers for the Outstanding Bonds, and shall, at the direction of such Credit
Facility Providers or upon request of the Owners of twenty-five percent (25%)
in aggregate



-28-









 




Exhibit 4.19

principal amount of all Bonds Outstanding subject to the prior
written consent of the Credit Facility Providers for the Outstanding Bonds (in
each case so long as such Credit Facility Provider shall not be in default of
its payment obligations under the Credit Facility and no Credit Facility Event
of Insolvency shall have occurred), by notice in writing to the Issuer, declare
the Bonds to be immediately due and payable and exercise remedies against the
Issuer available under this Indenture. Upon the happening of an Event of
Default specified in Sections 8.01(d) or (e), the Trustee shall, by notice in
writing to the Issuer, declare the Outstanding Bonds
to be immediately due and payable and shall exercise the remedies against
the Issuer available under this Indenture. Upon the happening of an Event of
Default specified in Section 8.01(f), the Outstanding Bonds shall become
immediately due and payable and the Trustee shall exercise the remedies against
the Issuer available under this Indenture.



     The Trustee shall advise the Issuer immediately of any such acceleration.



     Upon a declaration of acceleration, the principal so accelerated, together
with interest accrued thereon, shall become due and payable immediately at the
place of payment provided therein and interest on the Bonds so accelerated
shall cease to accrue, anything in this Indenture or in the Bonds to the
contrary notwithstanding. Upon any declaration of acceleration hereunder, the
Trustee shall give prompt notice thereof to the Credit Facility Providers for
the Bonds and by mail to the registered Owners of the Bonds of the Series so
accelerated at the addresses appearing on the registration books kept by the
Paying Agent, to the Issuer, to the Remarketing Agent and to the Paying Agent.



     (b) If, after the principal of the Bonds so accelerated has been so
declared to be due and payable and before entry of a final judgment or decree
in any suit, action or proceeding instituted on account of such default or
before the completion of the enforcement of any other remedy under this
Indenture, all arrears of interest upon such Bonds are paid, then, and in every
such case, the Trustee may, subject to the prior written consent of the Credit
Facility Providers for the Outstanding Bonds, and shall, at the written
direction of such Credit Facility Providers (in each case so long as the Credit
Facility Provider shall not be in default of its payment obligations under the
Credit Facility and no Credit Facility Event of Insolvency shall have
occurred), or upon request of the Owners of a majority in aggregate principal
amount of all Bonds then Outstanding subject to the prior written consent of
the Credit Facility Providers for the Outstanding Bonds, by notice in writing
to the Issuer and to the Trustee, may annul such declaration and its
consequences, and such annulment shall be binding upon the Trustee and upon all
Bondowners of such Series issued hereunder. No such annulment shall extend to
or affect any subsequent default or impair any right or remedy consequent
thereon and such annulment shall only be effective upon receipt by the Trustee
of a written notice of rescission accompanied by a written notice of
reinstatement from the Credit Facility Providers for the Outstanding Bonds that
the amount available under the Credit Facility is not less than the principal
amount of the Outstanding Bonds supported by the Credit Facility, plus accrued
interest for a period of fifty-two (52) days at the Maximum Rate.



     (c) If a Credit Facility in the form of a direct pay letter of credit is
available for the Bonds, the Trustee shall, upon acceleration of such Bonds,
promptly draw on such Credit Facility in accordance with Section 2.07(a) in an
amount equal to the aggregate unpaid principal of and interest on the Bonds
(other than Purchased Bonds and Issuer Bonds) to the date of acceleration at
which time interest on the Bonds shall cease to accrue. Interest on all
Purchased Bonds shall accrue until the principal of such Bonds shall be paid in
full. Upon receipt of payment with respect to such draw, the Trustee shall
immediately pay therefrom to the Owners of the Bonds (other than Purchased
Bonds and Issuer Bonds) the principal of and accrued interest due on such
Bonds.



     Section 8.03. Other Remedies.



     If any Event of Default occurs and is continuing, the Trustee, before or
after declaring the principal of Bonds immediately due and payable, may,
subject to the prior written consent of the Credit



-29-









 




Exhibit 4.19

Facility Providers for the
Outstanding Bonds, and shall, at the direction of such Credit Facility
Providers (in each case so long as the Credit Facility Provider is not in
default of its payment obligations under the Credit Facility and so long as no
Credit Facility Event of Insolvency has occurred) enforce each and every right
granted to it. In exercising such rights and the rights given the Trustee
under this Article VIII, the Trustee shall take such action as directed in writing by the Credit Facility
Providers for the Outstanding Bonds or the Bondowners, as applicable.



     Section 8.04. Legal Proceedings by Trustee.



     If any Event of Default has occurred and is continuing, the Trustee may,
subject to the prior written consent of the Credit Facility Providers for the
Outstanding Bonds and, at the written direction of such Credit Facility
Providers or upon request of the Owners of twenty-five percent (25%) in
aggregate principal amount of all Bonds so accelerated, subject to the prior
written consent of the Credit Facility Providers for the Outstanding Bonds (in
each case so long as the Credit Facility Provider shall not be in default of
its payment obligations under the Credit Facility and no Credit Facility Event
of Insolvency shall have occurred), and upon receipt of security and indemnity
to its satisfaction (subject to the provisions of Section 9.02(c)) shall:



     (a) By suit, action or proceeding at law or in equity, enforce all rights
of the Bondowners;



     (b) Bring suit upon the Bonds; and



     (c) By action or suit in equity enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds.



     Section 8.05. Discontinuance of Proceedings by Trustee.



     If any proceeding commenced by the Trustee on account of any Event of
Default is discontinued for any reason or is determined adversely to the
Trustee, the Issuer, the Trustee, the Credit Facility Providers and the
Bondowners shall be restored to their former positions and rights hereunder and
all rights, remedies, powers and duties of the Trustee shall continue as though
no such proceedings had been commenced.



     Section 8.06. Bondowners May Direct Proceedings.



     The Owners of a majority in aggregate principal amount of the Bonds shall
have the right, after furnishing indemnity and security satisfactory to the
Trustee (subject to the provisions of Section 9.02(c)), by an instrument in
writing, to direct the method and place of conducting all remedial proceedings
by the Trustee hereunder, provided that such direction shall not be in conflict
with any rule of law or with this Indenture; provided, however, that unless the
Credit Facility Provider for the Outstanding Bonds is in default of its payment
obligations under the Credit Facility or a Credit Facility Event of Insolvency
has occurred, such Credit Facility Provider shall exercise all of the rights of
the Bondowners under this Section 8.06.



     Section 8.07. Limitations on Actions by Bondowners.



     No Bondowner shall have any right to pursue any remedy hereunder without
the prior written consent of the Credit Facility Provider and unless:



     (a) any payment to it of principal, Purchase Price or redemption price, or
interest on its Bonds has not been paid;



-30-









 




Exhibit 4.19

     (b) any of its Bonds have been accelerated;



     (c) the Trustee shall have been given written notice of an Event of
Default;



     (d) the Bondowners of at least twenty-five percent (25%) in aggregate
principal amount of the Bonds shall have requested the Trustee, in writing, to
exercise the powers hereinabove granted to or pursue such remedy in its or
their name or names;



     (e) the Trustee shall have been offered indemnity and security
satisfactory to it against costs, expenses and liabilities; and



     (f) the Trustee shall have failed to comply with such request within a
reasonable time.



Notwithstanding the foregoing provisions of this Section 8.07 or any other
provision of this Indenture, the obligation of the Issuer shall be absolute and
unconditional to pay hereunder the principal or redemption price of, and
interest on, the Bonds to the respective Owners thereof on the respective due
dates thereof, and nothing herein shall affect or impair the right of action,
which is absolute and unconditional, of such Owners to enforce such payment.
Nothing in this Section 8.07 shall limit or restrict the rights of the Credit
Facility Provider to exercise remedies or to bring suit or to otherwise
exercise rights under any of the Credit Facility Documents.



     Section 8.08. Trustee May Enforce Rights Without Possession of Bonds.



     All rights under this Indenture and the Bonds may be enforced by the
Trustee without the possession of any Bonds or the production thereof at the
trial or other proceedings relative thereto, and any proceeding instituted by
the Trustee shall be brought in its name for the ratable benefit of the Owners
of the Bonds.



     Section 8.09. Remedies Not Exclusive.



     No remedy herein conferred is intended to be exclusive of any other remedy
or remedies, and each remedy is in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.



     Section 8.10. Delays and Omissions Not to Impair Rights.



     No delays or omissions in respect of exercising any right or power
accruing upon any default shall impair such right or power or be a waiver of
such default, and every power and remedy given by this Article VIII may be
exercised from time to time and as often as may be deemed expedient.



     Section 8.11. Application of Monies in Event of Default.



     Following an Event of Default under Section 8.01, any monies received by
the Trustee from or on behalf of the Issuer under this Article VIII shall be
applied in the following order:



     (a) To the payment of the reasonable costs and expenses of the Trustee,
including reasonable fees and expenses of counsel, with interest thereon at the
prime rate then in effect with the Trustee (or if none, published in The Wall
Street Journal), and to the payment of its reasonable compensation and to the
payment of the reasonable costs of the Credit Facility Providers for the
Outstanding Bonds, including reasonable fees of counsel, incurred in connection
with the exercise of remedies or enforcement of its rights under this
Indenture;



-31-









 




Exhibit 4.19

     (b) To the payment of interest then owing on the Bonds (or to reimburse
the Credit Facility Provider for the interest component of any Credit Facility
Payment Obligations relating thereto), and in case such monies shall be
insufficient to pay the same in full, then to the payment of interest ratably,
without preference or priority of one over another or of any installment
of interest over any other installment of interest;



     (c) To the payment of principal, Purchase Price or redemption price (as
the case may be) then owing on the Bonds (or to reimburse the Credit Facility
Provider for the principal component of any Credit Facility Payment Obligations
relating thereto), and in case such monies shall be insufficient to pay the
same in full, then to the payment of principal, Purchase Price or redemption
price ratably, without preference or priority of one Bond over another;



     (d) To the payment of any other Credit Facility Payment Obligations; and



     (e) To the payment of any fees due to the Liquidity Facility Provider with
respect to the Bonds.



The surplus, if any, shall be paid to the Issuer, or to the person lawfully
entitled to receive the same as a court of competent jurisdiction may direct.



ARTICLE IX: THE TRUSTEE AND THE REMARKETING AGENT




     Section 9.01. Corporate Authorization and Capacity of the Trustee.



     The Trustee represents and warrants that it is a national banking
association duly organized and validly existing under the laws of the United
States, with the capacity to exercise the powers and duties of the Trustee
hereunder, and that by proper corporate action it has duly authorized the
execution and delivery of this Indenture.



     Section 9.02. Rights and Duties of the Trustee.



     (a) Monies to be Held in Trust. All monies received by the Trustee under
this Indenture shall be held by the Trustee in trust and applied subject to the
provisions of this Indenture.



     (b) Accounts. The Trustee shall keep proper records and accounts of its
transactions hereunder (separate from its other accounts), which shall be open
to inspection by the Issuer and Credit Facility Providers during regular
business hours and upon prior written notice. The Trustee shall provide the
Credit Facility Providers such information as the Credit Facility Providers may
reasonably request in order to verify the amounts of principal and interest
accruing or payable on the Bonds.



     (c) Performance of the Issuer’s Obligations. If the Issuer shall fail to
observe or perform any covenant or obligation contained in this Indenture, the
Trustee may to whatever extent it deems appropriate for the protection of the
Bondowners or itself, but shall be under no obligation to perform any such
obligation in the name of the Issuer and on the Issuer’s behalf.



     (d) Notice of Default. The Trustee shall, within five (5) days (three (3)
Business Days for the Credit Facility Provider) after the occurrence thereof,
give written notice as provided in Section 16.02 hereof to the Credit Facility
Providers, the Issuer and the registered Owners of the Bonds of all Events of
Default (as defined in Section 8.01 hereof), unless such Events of Default have
been remedied. The Trustee shall not be required to monitor the compliance by
the Issuer with the terms of this Indenture, except as aforesaid, except when
given written notice thereof by the Owners of at least twenty-five



-32-









 




Exhibit 4.19

percent
(25%) in principal amount of the Outstanding Bonds or by the applicable Credit
Facility Provider; provided, however, that if any such default becomes actually
known to an Authorized Officer of the Trustee other than by reason of notice
given to it under this sentence, the Trustee shall, within five (5) days
(three (3) Business Days for the Credit Facility Provider) after the date
the default has become actually known to an Authorized Officer of the Trustee,
give written notice to the Issuer and the applicable Credit Facility Providers
of the default.



     (e) Obligations to Act on Defaults. If any Event of Default shall have
occurred and be continuing of which an Authorized Officer of the Trustee has
actual knowledge, the Trustee shall exercise such of the rights and remedies
vested in it by this Indenture and shall use the same degree of care in their
exercise as a prudent person would exercise or use in the circumstances in the
conduct of such person’s own affairs; provided, that if in the opinion of the
Trustee such action might involve expense or liability, it shall not be
obligated to take such action (other than the payment of any Bonds when due
from funds held under this Indenture for the payment thereof, the acceleration
of any Bonds pursuant to Section 8.02, drawing on a Credit Facility then in
effect pursuant to Section 2.07, or drawing on the Liquidity Facility pursuant
to Section 3.14), unless it is furnished with indemnity and security to its
satisfaction therefor.



     (f) Responsibility. The Trustee, prior to the occurrence of an Event of
Default of which an Authorized Officer of the Trustee has actual knowledge and
after the curing of all such Events of Default which may have occurred,
undertakes to perform only such duties as are specifically set forth in this
Indenture. The Trustee shall be entitled to the advice of counsel (who may be
counsel for any party) and shall not be liable for any action taken in good
faith in reliance on such advice. The Trustee may rely conclusively on any
notice, certificate or other document furnished to it under this Indenture and
reasonably believed by it to be genuine. The Trustee shall not be liable for
any action taken or omitted to be taken by it in good faith and reasonably
believed by it to be within the discretion or power conferred upon it, or taken
by it pursuant to any direction or instruction by which it is governed under
this Indenture or omitted to be taken by it by reason of the lack of direction
or instruction required for such action, or be responsible for the consequences
of any error of judgment reasonably made by it. When any payment or consent or
other action by the Trustee is called for by this Indenture, the Trustee may
defer such action pending receipt of such evidence, if any, as it may
reasonably require in support thereof. A permissive right or power to act
shall not be construed as a requirement to act. The Trustee shall in no event
be liable for the application or misapplication of funds, or for other acts or
defaults, by any person, firm or corporation except by its own directors,
officers, agents and employees. No recourse shall be had by the Issuer, a
Credit Facility Provider or any Bondowner for any claim based on this
Indenture, the Bonds, or any agreement securing the same against any director,
officer, agent or employee of the Trustee unless such claim is based upon the
bad faith, fraud or deceit of such person. The Trustee shall be under no
obligation or duty to perform any act which would involve it in expense or
liability or to institute or defend any action or suit in respect of this
Indenture or the Bonds, or to advance any of its own monies, unless furnished
with indemnity and security to its satisfaction therefor. All of the
provisions of this Indenture relating to action taken or to be taken by the
Trustee or the evidence upon which the Trustee may rely shall be subject to the
provisions of this Section 9.02(f).



     The Trustee shall have no responsibility in respect of the validity or
sufficiency of this Indenture or the security provided hereunder or the due
execution hereof by the Issuer; or in respect of the title or the value of the
Prior Project, or in respect of the validity of any Bonds authenticated and
delivered by the Trustee in accordance with this Indenture or to see to the
recording or filing of the Indenture or any financing statement or any other
document or instrument whatsoever. The recitals, statements and
representations contained herein and in the Bonds shall be taken and construed
as made by and on the part of the Issuer and not by the Trustee, and the
Trustee does not assume any responsibility for the correctness of the same;
except that the Trustee shall be responsible for its representation contained
in its certificate on the Bonds. The obligation hereunder to pay or reimburse
the Trustee for expenses,



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Exhibit 4.19

advances, reimbursements and to indemnify and hold
harmless the Trustee pursuant to Article IX hereof shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of all
obligations under this Indenture.



     The Trustee shall not be liable or responsible because of the failure of
the Issuer to perform any act required of it by this Indenture or the Credit
Facility Documents or because of the loss of any monies arising through the
insolvency or the act or default or omission of any depositary other than
itself in which such monies shall have been deposited. The Trustee shall not
be responsible for the application of any of the proceeds of the Bonds or any
other monies deposited with it and paid out, invested, withdrawn or transferred
in accordance herewith or for any loss resulting from any such investment. The
Trustee shall not be liable in connection with the performance of its duties
hereunder except for its own willful misconduct, gross negligence or bad faith.
The immunities and exemptions from liability of the Trustee shall extend to
its directors, officers, employees and agents.



     (g) Ownership of Bonds. The Trustee may be or become the Owner of or
trade in Bonds with the same rights as if it were not the Trustee.



     (h) Continuation Statements. It shall be the duty of the Trustee to
execute and file, or cause to be executed and filed, such continuation
statements as may be required by the UCC with respect to any security interest
granted hereunder for the benefit of the Bondowners.



     Section 9.03. Evidence on Which Trustee May Act.



     The Trustee shall be protected and shall incur no liability in acting or
proceeding, or in not acting or not proceeding, in good faith, reasonably and
in accordance with the terms of this Indenture or any related documents upon
any resolution, order, notice, request, consent, waiver, certificate,
statement, affidavit, requisition, bond or other paper or document which it
shall in good faith reasonably believe to be genuine and to have been adopted
or signed by the proper board or person, or to have been prepared and furnished
pursuant to any of the provisions of this Indenture or any related documents or
upon the written opinion of any attorney (who may be an attorney for the
Issuer), engineer, appraiser, or accountant reasonably believed by the Trustee
to be qualified in relation to the subject matter. The Trustee is not required
to investigate the qualifications of any such expert.



     Section 9.04. Evidence of Signatures of Owners of the Bonds and Ownership
of Bonds.



     (A) Any request, consent, revocation of consent or other instrument which
this Indenture may require or permit to be signed and executed by the owners of
the Bonds may be in one or more instruments of similar tenor, and shall be
signed or executed by such owners of the Bonds in person or by their attorneys
appointed in writing. Proof of (i) the execution of any such instrument, or of
any instrument appointing any such attorney, or (ii) the holding by any person
of the Bonds shall be sufficient for any purpose of this Indenture (except as
otherwise herein expressly provided) if made in the following manner, or in any
other manner satisfactory to the Trustee, which may nevertheless in its
discretion require further or other proof in cases where it deems the same
desirable:




          (1) The fact and date of the execution by any owner of the Bonds or
his attorney of such instruments may be proved by a guarantee of the
signature thereon by an officer of a bank or trust company or by the
certificate of any notary public or other officer authorized to take
acknowledgements of deeds, that the person signing such request or other
instrument acknowledged to him the execution thereof, or by an affidavit
of a witness of such execution, duly sworn to before such notary public
or other officer. Where such execution is by an officer of a corporation
or a member of an association, a limited liability company or a
partnership, on



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Exhibit 4.19


behalf of such corporation, association, limited
liability company or partnership, such signature guarantee, certificate
or affidavit shall be accompanied by sufficient proof of his authority.




          (2) The ownership of registered Bonds and the amount, numbers and
other identification, and date of owning the same shall be proved by the
registry books.



     (B) Except as otherwise provided herein with respect to revocation of a
consent, any request or consent by the owner of any Bond shall bind all future
owners of such Bond in respect of anything done or suffered to be done by the
Issuer or the Trustee or any Paying Agent in accordance therewith.



     Section 9.05. Fees and Expenses of the Trustee.



     The Issuer shall pay to the Trustee, reasonable compensation for its
services and pay or reimburse the Trustee for its reasonable expenses and
disbursements, including reasonable attorneys’ fees and expenses, hereunder.
Any fees, expenses, reimbursements or other charges which the Trustee may be
entitled to receive from the Issuer hereunder, if not paid when due, shall bear
interest at the “base rate” of the Trustee (or, if none, the nearest
equivalent), and if not otherwise paid, shall be a first lien upon any funds
(other than proceeds of any draws under the Liquidity Facility or the Credit
Facility) or other property then or thereafter held hereunder by the Trustee.
The Trustee may apply any such funds to any of the foregoing items, and in that
event the lien of this section shall continue to apply to any other such funds,
and the Issuer shall remain liable for the same. Any subsequent payment of any
such item by the Issuer shall be used to restore the funds so applied.



     Section 9.06. Resignation or Removal of the Trustee.



     The Trustee may resign on not less than thirty (30) days’ notice given in
writing to the Issuer and the Credit Facility Provider, but such resignation
shall not take effect until a successor has been appointed and such
appointment has been accepted and in the event a Credit Facility is in effect,
until the Credit Facility is transferred to the successor Trustee. The
Trustee may be removed by the Issuer subject to the prior written consent of
the Credit Facility Provider or, if there is no longer a Credit Facility in
place, with the consent of the Owners of a majority in principal amount of the
Outstanding Bonds, but such removal shall not take effect until a successor
has been appointed and such appointment has been accepted and in the event a
Credit Facility is in effect, until the Credit Facility is transferred to the
successor Trustee.



     Section 9.07. Successor Trustee.



     Any corporation or association which succeeds to the corporate trust
business of the Trustee as a whole or substantially as a whole, whether by
sale, merger, consolidation or otherwise, shall thereby become vested with all
the property, rights and powers of the Trustee under this Indenture, without
any further act or conveyance.



     In case the Trustee resigns or is removed or becomes incapable of acting,
or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator
of the Trustee or of its property is appointed, or if a public officer takes
charge or control of the Trustee, or of its property or affairs, a successor
shall be appointed by the Issuer subject to the prior written consent of the
Credit Facility Provider, which consent shall not be unreasonably withheld.
The Issuer shall notify the Credit Facility Providers, the Paying Agent, the
Remarketing Agent and the Bondowners of the appointment in writing within
twenty (20) days after the appointment. The Issuer will promptly certify to
the successor Trustee that it has mailed such notice to the Credit Facility
Providers, the Paying Agent, the Remarketing Agent and all Bondowners and such
certificate will be conclusive evidence that such notice was given in the
manner required hereby. If no appointment of a successor is made within thirty
(30) days after the giving of



-35-









 




Exhibit 4.19

written notice in accordance with Section 9.06 or
after the occurrence of any other event requiring or authorizing such
appointment, the outgoing Trustee, the Credit Facility Providers or any
Bondowner may apply to any court of competent
jurisdiction for the appointment of such a successor, and such court may
thereupon, after such notice, if any, as such court may deem proper, appoint
such successor. Any successor Trustee appointed under this section shall be a
trust company or a bank having the powers of a trust company and having a
capital and surplus of not less than $50,000,000. Any such successor Trustee
shall notify the Issuer, the Credit Facility Providers and the Paying Agent of
its acceptance of the appointment and, upon giving such notice, shall become
Trustee, vested with all the property, rights and powers of the Trustee
hereunder, without any further act or conveyance. Such successor Trustee shall
execute, deliver, record and file such instruments as are required to confirm
or perfect its succession hereunder and any predecessor Trustee shall from time
to time execute, deliver, record and file such instruments as the incumbent
Trustee may reasonably require to confirm or perfect any succession hereunder.



     Section 9.08. Remarketing Agents.



     (a) Subject to the conditions set forth in Section 3.11, each Remarketing
Agent shall be appointed by the Issuer to perform the functions specified
herein. Each Remarketing Agent shall designate its office and signify its
acceptance of the duties and obligations imposed upon it hereunder by a written
instrument, delivered to the Issuer, the Trustee and the Credit Facility
Providers.



     (b) The Issuer shall cooperate with the Trustee and each Remarketing Agent
to cause the necessary arrangements to be made and to be thereafter continued
to enable the Remarketing Agent to carry out its duties hereunder.



     (c) Subject to any applicable governmental restrictions, a Remarketing
Agent may be or become the Owner of or trade in Bonds with the same rights as
if it were not a Remarketing Agent.



     Section 9.09. Qualifications of; Resignation and Removal.



     Each Remarketing Agent shall be (a) a bank or trust company organized
under the laws of the United States or any state or territory thereof having a
combined capital stock, surplus and undivided profits of at least $50,000,000,
or (b) a member of the National Association of Securities Dealers, Inc., having
a capitalization of at least $50,000,000 and, in either case, authorized by law
to perform all the duties imposed upon it by this Indenture. A Remarketing
Agent may at any time resign and be discharged of the duties and obligations
created by this Indenture by giving at least thirty (30) days’ notice to the
Issuer, the Credit Facility Providers, the Liquidity Facility Providers, the
Trustee and the Paying Agent. A Remarketing Agent may be removed at any time
by the Issuer by written notice, delivered to the Remarketing Agent, the
Credit Facility Providers, the Liquidity Facility Providers, the Trustee and
the Paying Agent. Such resignation or removal shall not take effect until a
successor has been appointed by the Issuer and such appointment has been
accepted. The appointment of any successor Remarketing Agent shall be subject
to the approval of the Liquidity Facility Provider, which approval shall not be
unreasonably withheld.



     In the event of the resignation or removal of a Remarketing Agent, such
Remarketing Agent shall pay over, assign and deliver any monies and Bonds held
by it in such capacity to its successor or, if there be no successor, to the
Trustee.



     Section 9.10. Indemnification.



     The Issuer agrees to indemnify and hold harmless, the Trustee and the
Paying Agent, and any member, director, officer, official, employee, counsel,
consultant and agent of the Trustee and the Paying



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Exhibit 4.19

Agent (each called an
“Indemnified Party”) and collectively called the “Indemnified Parties”),
against any and all losses, claims, damages, suits, actions, demands,
liabilities or expenses (or actions in respect
thereof) that are caused by, arise out of or are based: (i) on an
allegation or determination that the Bonds, or the obligations of the Bank
under the Letter of Credit should have been registered under the Securities Act
of 1933 or the Indenture should have been qualified under the Trust Indenture
Act of 1939, as amended; or (ii) upon any untrue statement or misleading
statement or alleged untrue statement or alleged misleading statement of a
material fact contained in the Offering Statement or any amendment thereof or
supplement, or that are caused by, arise out of or are based upon any omission
or alleged omission from (a) such Offering Statement or any amendment thereof
or supplement thereto or (b) any information otherwise to be provided by the
Issuer in connection with the sale or remarketing of the Bonds of any material
fact required to be stated therein or necessary in order to make the statements
made therein in the light of the circumstances under which they were made, not
misleading except for any of the above caused solely by any willful material
misrepresentation, willful misconduct, gross negligence or bad faith on the
part of the Indemnified Parties. In case any action shall be brought against
one or more of the Indemnified Parties based upon (i) the Offering Statement or
any amendment thereof or supplement thereto or (ii) the information otherwise
to be provided by the Issuer in connection with the sale or remarketing of the
Bonds and in respect of which indemnity may be sought against the Issuer, the
Indemnified Party shall promptly (and in any event not later than thirty days
after knowledge of such action) notify the Issuer in writing, and the Issuer
shall promptly assume the defense thereof, including the employment of counsel,
the payment of all reasonable expenses and the right to negotiate and consent
to settlement and the Indemnified Parties shall cooperate with the Issuer in
asserting such defense. Any one or more of the Indemnified Parties shall have
the right to employ separate counsel in any such action and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Indemnified Parties unless the employment
of such counsel has been specifically authorized in writing by the Issuer,
which authorization shall not be unreasonably withheld, or unless by reason of
conflict of interest, in the reasonable judgment of any Indemnified Party, it
is advisable for it to be represented by separate counsel, in which case the
reasonable fees and expenses of such separate counsel shall be borne by the
Issuer. The Issuer shall not be liable for any settlement of any such action
effected without its written consent, but if settled with the written consent
of the Issuer or if there be a final judgment for the plaintiff in any such
action with or without such consent, the Issuer agrees to indemnify and hold
harmless the Indemnified Parties from and against any loss or liability by
reason of such settlement or judgment.



     Section 9.11. The Issuer hereby releases and agrees to hold harmless and
indemnify the Indemnified Parties from and against all, and agrees that the
Indemnified Parties shall not be liable for any, (i) liabilities, suits,
actions, claims, demands, damages, losses, expenses and costs of every kind and
nature resulting from any action taken in accordance with, or permitted in
connection with the documents related to any Credit Facility or Liquidity
Facility, any bond purchase agreement, any remarketing agreement, or this
Indenture or by reason of its duties and responsibilities hereunder, or arising
from or incurred by the Trustee by reason of the issuance of the Bonds, or the
use of the proceeds of the Bonds, or the failure of the Issuer to comply with
the provisions of documents relating to any Credit Facility or Liquidity
Facility, any bond purchase agreement, any remarketing agreement, or this
Indenture, including but not limited to those arising out of any environmental
hazard or violation of any environmental law, rule or regulation (but excluding
any loss, damage or liability which may arise as a result of the gross
negligence, bad faith, willful misconduct or misrepresentation of any party
claiming indemnification hereunder), or (ii) loss or damage to property or any
injury to or death of any or all persons that may be occasioned by any cause
whatsoever pertaining to the Prior Project or arising by reason of or in
connection with the presence on, in or about the premises of the Prior Project
of any person (but excluding any loss, damage or liability which may arise as a
result of the gross negligence, bad faith, willful misconduct or
misrepresentation of any party claiming indemnification hereunder), including
in each case, without limiting the generality of the foregoing, reasonable
attorneys’ fees and other expenses



-37-









 




Exhibit 4.19

incurred in defending or investigating any
claims, suits or actions which may arise as a result of any of the foregoing.
The Issuer agrees to deliver at the reasonable request of the Trustee any
further instrument or instruments in form satisfactory to the Trustee to
effectuate more fully the provisions of this Section, provided, however, that
the hold harmless and indemnification provisions provided in this Section shall be effective
only to the extent of any loss or liability that may be sustained by any party
claiming indemnification hereunder in excess of net proceeds received by such
party from any insurance carried by the Issuer with respect to such loss or
liability; and provided further that the Trustee and the Issuer shall each
provide waiver of rights of subrogation against the other in any insurance
coverage obtained relating to the Prior Project where any such insurance policy
permits such waiver. In case any action shall be brought against one or more
of the Indemnified Parties in respect of which indemnity may be sought against
the Issuer under the provision of this Section, the Indemnified Parties shall
promptly (and in no event later than thirty (30) days after knowledge of such
action) notify the Issuer in writing, and the Issuer shall promptly assume the
defense thereof, including the employment of counsel, the payment of all
reasonable expenses and the right to negotiate and consent to settlement and
the Indemnified Parties shall cooperate with the Issuer in asserting such
defense. Any one or more of the Indemnified Parties shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof, but the reasonable fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Indemnified Parties unless the employment
of such counsel has been specifically authorized in writing by the Issuer,
which authorization shall not be unreasonably withheld, or unless by reason of
conflict of interest, in the reasonable judgment of any Indemnified Party, it
is advisable for it to be represented by separate counsel, in which case the
reasonable fees and expenses of such separate counsel shall be borne by the
Issuer. The Issuer shall not be liable for any settlement of any such action
effected without its written consent, but if settled with the written consent
of the Issuer or if there be a final judgment of the plaintiff in any such
action with or without such consent, the Issuer agrees to indemnify and hold
harmless the Indemnified Parties from and against any loss or liability by
reason of such settlement or judgment. The hold harmless and indemnification
provisions provided by this Section shall be in addition to and not limited by
any other provision of this Indenture.



     The provisions of this Section shall survive the expiration of this
Indenture, and each Indemnified Party shall be deemed a third party beneficiary
hereunder.



ARTICLE X: THE ISSUER




     Section 10.01. Representations and Covenants.



     The Issuer represents that it is duly authorized under the applicable
laws of the State of Connecticut to issue the Bonds, to execute this Indenture
and any supplemental indenture, and to pledge the Trust Estate pledged by this
Indenture in the manner and to the extent provided herein and in any
supplemental indenture. The Issuer further covenants that the Bonds and the
provisions of this Indenture and any supplemental indenture are and shall be
the valid and binding obligations of the Issuer enforceable in accordance with
their terms and the terms of this Indenture and any supplemental indenture.
The Issuer further covenants that it shall at all times, to the extent
permitted by law, defend, preserve and protect the pledge of the Trust Estate
pledged under this Indenture and any supplemental indenture, and all of the
rights of the Bondowners under this Indenture against all claims and demands
of all persons whomsoever.



ARTICLE XI: PAYING AGENT




     Section 11.01. Paying Agent.



     The Issuer has designated a Paying Agent. The Paying Agent may but need
not be the same Person as the Trustee. The Paying Agent shall designate its
trust office and signify its acceptance of the



-38-









 




Exhibit 4.19

duties and obligations imposed
upon it as described herein by a written instrument of acceptance delivered to
the Issuer, the Trustee, the Credit Facility Providers and the Liquidity
Facility Providers under which the Paying Agent will agree to perform all
duties specified herein particularly:



     (a) to hold all Bonds delivered to it for purchase hereunder as agent and
bailee of, and in escrow for the benefit of, the respective Bondowners which
shall have so delivered such Bonds until monies representing the purchase price
of such Bonds shall have been delivered to or for the account of or to the
order of such Bondowners;



     (b) to hold all monies delivered to it hereunder for the purchase of Bonds
as agent and bailee of, and in escrow for the exclusive benefit of, the Person
or entity which shall have so delivered such monies until the Bonds purchased
with such monies shall have been delivered to or for the account of such Person
or entity;



     (c) to act as Paying Agent and as Bond registrar and transfer agent; and



     (d) to keep such books and records as shall be consistent with prudent
industry practice and to make such books and records available for inspection
by the Issuer and the Trustee.



     In carrying out its duties hereunder, the Paying Agent shall be held to
the same level of care and shall be entitled to the same immunities,
exculpations from liabilities, rights to payment and indemnities as the
Trustee.



     Section 11.02. Unclaimed Monies.



     Except as may otherwise be required by applicable law, in case any monies
deposited with the Paying Agent for the payment of the principal or Purchase
Price of, or interest or premium, if any, on any Bond remain unclaimed for
three (3) years after such principal, Purchase Price, interest or premium has
become due and payable, the Paying Agent shall pay over to the Credit Facility
Provider any such principal or interest constituting monies paid by the Credit
Facility Provider pursuant to the Credit Facility and not otherwise
reimbursed, and may, and upon receipt of a written request of the Issuer
shall, pay to the Issuer the remaining amount so deposited in immediately
available funds, without additional interest, and thereupon the Paying Agent
shall be released from any further liability with respect to the payment of
principal, Purchase Price, interest or premium and the Owner of such Bond
shall be entitled (subject to any applicable statute of limitations) to look
only to the Credit Facility Provider or the Issuer, as applicable, as an
unsecured creditor for the payment thereof. Any unclaimed monies shall be
held by the Paying Agent uninvested.



     Section 11.03. Qualifications of Paying Agent.



     The Paying Agent shall be duly organized under the laws of the United
States of America or any state or territory thereof and be (a) a commercial
bank and trust company or (b) a national banking association, have a combined
capital stock, surplus and undivided profits of at least $50,000,000 and be
authorized by law to perform all duties imposed upon it by this Indenture. The
Paying Agent may at any time resign and be discharged of the duties and
obligations created by this Indenture by giving at least sixty (60) days notice
to the Issuer, the Trustee, the Credit Facility Providers, the Liquidity
Facility Providers and the Remarketing Agent, provided that such resignation
shall not take effect until the appointment of a successor Paying Agent. The
Paying Agent may be removed at any time by the Issuer, upon written notice to
the Paying Agent, the Trustee, the Credit Facility Providers, the Liquidity
Facility Providers and the Remarketing Agent, provided that such removal shall
not take effect until the appointment of a successor Paying Agent and such
appointment has been accepted. Successor Paying



-39-









 




Exhibit 4.19

Agents may be appointed from
time to time by the Issuer, with the prior written approval of the Credit
Facility Provider, such approval not to be unreasonably withheld.



     If no successor Paying Agent shall have been appointed and have accepted
appointment within thirty (30) days of the Paying Agent giving notice of
resignation or notice of removal as aforesaid, the Issuer may appoint a
successor Paying Agent to act until a successor Paying Agent is appointed
pursuant to the foregoing provisions of this Section.



     If no appointment of a successor Paying Agent shall have been made
pursuant to the foregoing provisions of this Section, the Paying Agent
resigning or being removed or any Bondowner (on behalf of itself and all other
Bondowners), the Credit Facility Providers or the Liquidity Facility Providers
may petition any court of competent jurisdiction for the appointment of a
successor Paying Agent, and such court may thereupon, after such notice (if
any) as it may deem proper, appoint such successor Paying Agent.



     Any successor Paying Agent appointed under this Indenture shall signify
its acceptance of such appointment by executing and delivering to the Issuer,
the Trustee, the Credit Facility Providers, and to its predecessor Paying Agent
a written acceptance thereof and evidence of its acceptance of its duties under
the Indenture, and thereupon such successor Paying Agent, without further act,
deed or conveyance, shall become vested with all the monies, estates,
properties, rights, powers, trusts, duties and obligations of such predecessor
Paying Agent, with like effect as if originally named Paying Agent herein; but
nevertheless at the request of the Issuer or the request of the successor
Paying Agent, such predecessor Paying Agent shall execute and deliver any and
all instruments of conveyance or further assurance and do such other things as
may reasonably be required for more fully and certainly vesting in and
confirming to such successor Paying Agent all the right, title and interest of
such predecessor Paying Agent in and to any property held by it under this
Indenture and shall pay over, transfer, assign and deliver to the successor
Paying Agent any money or other property subject to the trust and conditions
herein set forth. Upon request of the successor Paying Agent, the Issuer shall
execute and deliver any and all instruments as may be reasonably required for
more fully and certainly vesting in and confirming to such successor Paying
Agent all money, estates, properties, rights, powers, trusts, duties and
obligations. Upon acceptance by a successor Paying Agent as provided in this
subsection, the Trustee shall give notice of the succession of such Paying
Agent hereunder by mail to the Bondowners, the Credit Facility Providers and
the Liquidity Facility Providers at the addresses shown on the registration
books maintained by the Paying Agent.



ARTICLE XII: THE BONDOWNERS




     Section 12.01. Action by Bondowners.



     Any request, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Bondowners may be
contained in and evidenced by one or more writings of substantially the same
tenor signed by the requisite number of Bondowners or their attorneys duly
appointed in writing. Proof of the execution of any such instrument, or of an
instrument appointing any such attorney, shall be sufficient for any purpose of
this Indenture (except as otherwise herein expressly provided) if made in the
manner provided for in this Section 12.01, but the Issuer or the Trustee may
nevertheless in its discretion require further or other proof in cases where it
deems the same desirable.



     The fact and date of the execution by any Bondowner or its attorney of
such instrument may be proved by the certificate, which need not be
acknowledged or verified, of an officer of a bank or trust company satisfactory
to the Issuer or to the Trustee or of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in
which he or she purports to act, that the



-40-









 




Exhibit 4.19

person signing such request or other
instrument acknowledged to him or her the execution thereof, or by an affidavit
of a witness of such execution, duly sworn to before such notary public or
other officer. The authority of the person or persons executing any such
instrument on behalf of a corporate Bondowner may be established without
further proof if such instrument is signed by a person purporting to be the
president or a vice president of such corporation with a corporate seal affixed and
attested by a person purporting to be its clerk or secretary or an assistant
clerk or secretary.



     The ownership of Bonds and the amount, numbers and other identification,
and date of holding the same shall be proved by the registry books for the
Bonds maintained by the Paying Agent.



     Any request, consent or vote of the Owner of any Bond shall bind all
future Owners of such Bond.



ARTICLE XIII: AMENDMENTS AND SUPPLEMENTS




     Section 13.01. Amendments and Supplements Without Bondowners’ Consent.



     This Indenture may be amended or supplemented at any time and from time to
time with respect to a Series of Bonds, subject to the prior written consent of
the Credit Facility Providers for such Series, if any, but without the consent
of the Bondowners, by a supplemental indenture executed by the Issuer and the
Trustee, for one or more of the following purposes:



     (a) to add additional covenants of the Issuer or to surrender any right or
power herein conferred upon the Issuer;



     (b) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such provisions in regard to matters or questions arising
under this Indenture which shall not be inconsistent with the provisions of
this Indenture and which shall not adversely affect the interests of the Owners
of the Bonds of the Series to which such supplemental indenture relates;



     (c) effective upon any Interest Mode Adjustment Date applicable to
Variable Rate Bonds Outstanding of a Series or the Fixed Rate Date applicable
to all Variable Rate Bonds Outstanding of a Series, and upon written notice to
all Bondowners of the applicable Series given or mailed at least twenty (20)
days prior to such Interest Mode Adjustment Date or Fixed Rate Date, as
applicable, to make any amendment permitted by Section 13.02 to be approved by
less than unanimous consent of the Bondowners;



     (d) to modify, amend or supplement this Indenture or any indenture
supplemental hereto or thereto in such manner as to permit the qualification
hereof and thereof under the Trust Indenture Act of 1939 or any similar federal
statute hereafter in effect or to permit the qualification of the Bonds for
sale under the securities laws of the United States of America or of any of the
states of the United States of America, and, if the Issuer so determines, to
add to this Indenture or any agreement supplemental hereto and thereto such
other terms, conditions and provisions as may be permitted by said Trust
Indenture Act of 1939 or similar federal statute;



     (e) to permit or evidence the appointment of a separate or co-Trustee or
the succession of a new Trustee or Paying Agent;



     (f) to effect any other changes in this Indenture which, in the judgment
of the Trustee, are not to the prejudice of the Trustee, the Bondowners or the
Credit Facility Providers;



-41-









 




Exhibit 4.19

     (g) to make any necessary changes to this Indenture to provide for a
Substitute Credit Facility or Substitute Liquidity Facility;



     (h) to make any necessary changes to this Indenture to facilitate the
conversion of any Variable Rate Bonds to Fixed Rate Bonds; or



     (i) to provide for Additional Bonds and make other changes in accordance
with Article XV.



     Each Rating Agency shall receive a copy of any amendment to this Indenture
at least ten (10) days prior to the effective date of such amendment. The
Credit Facility Provider for the applicable Series of Bonds shall receive a
transcript containing any amendment to this Indenture and any documents or
opinions delivered in connection therewith.



     Section 13.02. Amendments With Bondowners’ Consent.



     Subject to the provisions of Section 13.01, this Indenture may be amended
from time to time with respect to a Series of Bonds, (except with respect to
(i) the principal or interest payable upon any Bonds, (ii) the Interest Payment
Dates, the dates of maturity or the redemption provisions of any Bonds, and
(iii) this Article XIII, each of which requires the consent of all of the
Owners of the Series of Bonds), by a supplemental indenture approved or
consented to by the Credit Facility Providers for the applicable Series of
Bonds or, if a Credit Facility is not in place with respect to a Series of
Bonds, approved by the Owners of at least fifty-one percent (51%) in aggregate
principal amount of the Bonds of such Series then Outstanding which would be
affected by the action proposed to be taken. Notice of any such amendment
shall be given to each Rating Agency.



     Notwithstanding any other provisions of this Section, the consent of the
Owners of the Bonds for which a Credit Facility has been issued shall, for the
purposes of this Indenture, be deemed to have been obtained when the prior
written consent of the Credit Facility Provider has been obtained, except where
approval of all Bondowners is required, in which case the consents of both the
Bondowners and the Credit Facility Provider shall be required.



     Section 13.03. [RESERVED]



     Section 13.04. Trustee Authorized to Join in Amendments and Supplements;
Reliance on Counsel.



     The Trustee is authorized to join with the Issuer in the execution and
delivery of any supplemental indenture or amendment permitted by this Article
XIII and in so doing shall be fully protected by an opinion of counsel, which
may be counsel to the Issuer, furnished at the expense of the Issuer, that such
supplemental indenture or amendment is so permitted and has been duly
authorized by the Issuer.



     Section 13.05. Notice of Consent.



     When the Trustee determines that the requisite number of consents have
been obtained for an amendment which requires Bondowner and Credit Facility
Provider consents pursuant to this Article XIII, it shall, within ninety (90)
days, file a certificate to that effect in its records and mail notice to the
Bondowners affected thereby and to the Credit Facility Provider. No action or
proceeding to invalidate the amendment shall be instituted or maintained unless
it is commenced within sixty (60) days after such mailing. The Trustee will
promptly certify to the Issuer that it has mailed such notice to all such
Bondowners and such certificate will be conclusive evidence that such notice
was given in the manner required hereby. A consent to an amendment may be
revoked only by a written notice given by the



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Exhibit 4.19

Bondowner and received by the
Trustee prior to the Trustee’s certification that the requisite consents have
been obtained.



ARTICLE XIV: DEFEASANCE




     Section 14.01. Defeasance.



     When there is in the Debt Service Fund or any other fund created for the
purpose of defeasing Bonds, sufficient funds or Government Obligations not
subject to redemption in such principal amounts, bearing interest at such rates
and with such maturities as will provide sufficient funds to pay or redeem the
Outstanding Bonds of a Series in full, as verified in a report of a firm of
independent certified public accountants delivered to the Issuer, the Trustee
and the Credit Facility Provider for such Series (assuming for these purposes
the Maximum Rate for any future Rate Periods for any Variable Rate Bonds), and
upon notice to the Credit Facility Providers for such Series of Bonds and
following receipt by the Issuer, the Trustee and such Credit Facility Provider
of an opinion of counsel, in form and substance satisfactory to the Issuer and
such Credit Facility Provider, to the effect that the Series of Bonds shall no
longer be Outstanding under this Indenture, and when all the rights hereunder
of the Trustee and Paying Agent, all amounts owing to the Trustee and Paying
Agent, the Credit Facility Provider for such Series and the Issuer, and all
other sums payable by the Issuer hereunder have been provided for, upon written
notice from the Issuer to the Trustee, the Trustee shall release this Indenture
with respect to such Series of Bonds and the Owners of such Series of Bonds
shall cease to be entitled to any benefit or security under this Indenture
except the right to receive payment of the funds deposited and held for payment
and other rights which by their nature cannot be satisfied prior to or
simultaneously with the release hereof, the security interests created by this
Indenture with respect to such Series of Bonds (except in such funds and
investments) shall terminate, and the Trustee shall execute and deliver such
instruments as may be necessary to evidence such release; provided, however,
that if any Bonds of such Series are to be redeemed prior to the maturity
thereof, the Issuer shall have taken all action necessary to redeem such Bonds
and notice of such redemption shall have been duly mailed in accordance with
this Indenture or irrevocable instructions so to mail shall have been given to
the Trustee and provided, further, however, that if any Bonds of such Series
are to be redeemed prior to the maturity thereof and a Credit Facility is in
place to support the payment of such Series of Bonds, such redemption shall be
effectuated by the Trustee’s drawing on such Credit Facility and the funds or
Government Obligations on deposit in the Debt Service Fund or any other fund
created for the purpose for defeasing Bonds shall be used by the Trustee to
reimburse the Credit Facility Provider for such draw. In addition, for Bonds
bearing interest in the Daily Mode or the Weekly Mode, the Trustee shall have
received written confirmation from each Rating Agency then rating the Bonds to
be defeased that the proposed defeasance will not in and of itself cause a
reduction or withdrawal of the rating then in effect on such Bonds.



     Upon such defeasance, the funds and investments required to pay or redeem
the Series of Bonds in full shall be irrevocably set aside for that purpose,
subject, however, to Section 11.02 hereof, and monies held for defeasance shall
be invested only as provided above in this section. Any funds or property held
by the Trustee therefor and not required for payment or redemption of the
Series of Bonds in full or payment of other sums payable by the Issuer
hereunder shall, after satisfaction of all the rights of the Trustee, be
distributed to the Issuer.



     The Issuer shall cause to be delivered to the Credit Facility Provider of
the Series of Bonds to be defeased a copy of any escrow deposit agreement
executed in connection with the defeasance of such Series of Bonds hereunder
(which shall be acceptable in form and substance to the Credit Facility
Providers). In the event a forward purchase agreement will be employed in such
defeasance, such agreement shall be subject to the approval of the Credit
Facility Provider and shall be accompanied by such opinions of counsel as may
be required by such Credit Facility Provider. The Credit Facility



-43-









 




Exhibit 4.19

Provider
shall be provided with final drafts of the above-referenced documents not less
than five (5) Business Days prior to the effective date of defeasance.


     Amounts paid by a Credit Facility Provider under the Credit Facility shall
not be deemed paid for purposes of this Indenture (except with regards to the
rights of Bondowners paid in accordance herewith) and shall remain Outstanding
and continue to be due and owing until paid in accordance with this Indenture.



ARTICLE XV: ADDITIONAL BONDS




     Section 15.01. Additional Bonds.



     (a) The Issuer may issue Additional Bonds, on the same terms and
conditions set forth in this Indenture for the issuance of the Initial Bonds.
Additional Bonds may be issued on parity with and secured by the same pledge of
the Trust Estate, the same or a different Credit Facility and the same Funds
and Accounts established hereunder for the Initial Bonds upon the prior written
consent of the Credit Facility Providers for the Outstanding Bonds of such
Series. Additional Bonds may also be issued as a separate Series of Bonds,
secured by a separate pledge of security, Credit Facilities and Funds and
Accounts as determined pursuant to a supplemental indenture therefor.



     (b) Prior to the delivery of Additional Bonds, the Issuer and the Trustee
shall enter into a supplemental indenture providing for the details of the
Additional Bonds, including the application of the proceeds thereof
substantially in accordance with the provisions hereof relating to the Initial
Bonds. The supplemental indenture may also amend any other provision of this
Indenture, provided that it will not have a material adverse effect upon the
security for the Initial Bonds or any Additional Bonds issued prior thereto or
the rights of the applicable Bondowners.



     Section 15.02. Conditions for Delivery of Additional Bonds.



     No Additional Bonds shall be issued by the Issuer under the provisions of
this Article XV unless there shall also be delivered in connection therewith:



     (a) a new or additional Credit Facility issued by the Credit Facility
Provider for an existing Series of Bonds or a new Credit Facility issued by a
Credit Facility Provider for a new Series of Bonds satisfactory to the Issuer
in an amount equal to the principal amount of such Additional Bonds, in form
and substance satisfactory to the Issuer, provided, however, that any such
Credit Facility need not be provided with respect to such Additional Bonds if
the Issuer delivers to the Trustee an opinion of counsel knowledgeable in
federal securities laws stating that such Additional Bonds are exempt from
registration under the Securities Act and the Trust Indenture Act of 1939 even
if such Credit Facility is not in place or the Issuer registers such Additional
Bonds with the United States Securities and Exchange Commission pursuant to the
Securities Act; and



     (b) a new remarketing agreement, or an amendment to the Remarketing
Agreement, as necessary, for the Additional Bonds.



ARTICLE XVI: MISCELLANEOUS




     Section 16.01. Successors and Assigns.



     The rights and obligations of the parties to this Indenture shall inure to
their respective successors and assigns.



-44-









 




Exhibit 4.19

     Section 16.02. Notices.



     Unless otherwise expressly provided, all notices to the Issuer, the
Trustee, the Paying Agent, the Credit Facility Providers, the Liquidity
Facility Providers, the Remarketing Agent, and the Rating Agency shall be in
writing and shall be deemed sufficiently given if sent by registered or
certified mail, postage prepaid, or delivered by a nationally recognized
overnight courier during a Business Day as follows: (a) to the Issuer at 93
Main Street, Clinton, Connecticut 06413, Attention: Vice President-Chief
Financial Officer and Treasurer; (b) to the Trustee at 225 Asylum Street,
Hartford, Connecticut 06103, Attention: Corporate Trust Administration; (c) to
the Paying Agent at 225 Asylum Street, Hartford, Connecticut 06103, Attention:
Corporate Trust Administration; (d) to the Initial Credit Facility Provider at
One Citizens Plaza, Providence, R.I. 02903; (e) to the Initial Liquidity
Facility Provider at One Citizens Plaza, Providence, R.I. 02903; (f) to the
Remarketing Agent at A.G. Edwards & Sons, Inc., One North Jefferson Avenue,
Building D, 7th Floor, St. Louis, Missouri 63103, Attention: Short-Term
Municipal Desk; (g) to Standard & Poor’s at 55 Water Street, 40th Floor, New
York, New York 10041, Attention: Letter of Credit Group; or, as to all of the
foregoing, to such other address as the addressee shall have indicated by prior
written notice to the one giving notice. All notices to a Bondowner shall be
in writing and shall be deemed sufficiently given if sent by mail, postage
prepaid, to the Bondowner at the address shown on the registration books
maintained by the Paying Agent. A Bondowner may direct the Paying Agent to
change its address as shown on the registration books by written notice to the
Paying Agent.



     Notice hereunder may be waived prospectively or retrospectively by the
person entitled to the notice, but no waiver shall affect any notice
requirement as to other persons. All notices required to be delivered to
Bondowners and the Issuer by the Trustee hereunder, including notices of
redemptions, shall also be delivered to the Credit Facility Providers.



     Section 16.03. Agreement Not for the Benefit of Other Parties.



     This Indenture is not intended for the benefit of and shall not be
construed to create rights in parties other than the Issuer, the Trustee, the
Paying Agent, the Credit Facility Providers, the Liquidity Facility Providers
and the Bondowners.



     Section 16.04. Severability.



     In the event that any provision of this Indenture shall be held to be
invalid in any circumstance, such invalidity shall not affect any other
provisions or circumstances.



     Section 16.05. Counterparts.



     This Indenture may be executed and delivered in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts together shall constitute one and the same instrument.



     Section 16.06. Captions.



     The captions and table of contents of this Indenture are for convenience
only and shall not affect the construction hereof.



     Section 16.07. Governing Law.



     This instrument shall be governed by the laws of the State of Connecticut.



-45-









 





Exhibit 4.19

     Section 16.08. Notices to Rating Agencies.



     The Trustee shall give prior written notice to each Rating Agency at its
address set forth in Section 16.02 of (a) any amendments to this Indenture
pursuant to Section 13.01 or Section 13.02 or to the Letter of Credit, (b) the
expiration, termination, extension or substitution of the Liquidity Facility,
(c) the substitution of the Credit Facility Provider, (d) the conversion of any
Bonds to the Fixed Rate, (e) the payment in full of the Bonds, and (f) any
redemption of Bonds. The Issuer shall give written notice to each Rating
Agency at its address set forth in Section 16.02 of the removal of the Trustee,
the Remarketing Agent or the Paying Agent and the appointment of a successor.
The Trustee shall promptly give notice to each Rating Agency of any
acceleration of payments on the Bonds pursuant to Section 8.02.



     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed under seal all as of the date first above written.


	 	 	 	 	 
	 	THE CONNECTICUT WATER COMPANY

 	 
	(Seal)	By:  	/s/ David C. Benoit
 	 
	 	 	Name:  	David C. Benoit 	 
	 	 	Title:  	Vice President Finance and Chief Financial Officer 	 
	 



	 	 	 	 	 
	(Seal)	U.S. BANK NATIONAL ASSOCIATION,

     as Trustee

 	 
	 	By:  	/s/  Cauna M. Silva
 	 
	 	 	Name:  	Cauna M. Silva 	 
	 	 	Title:  	Vice President 	 
	 





-46-









 




Exhibit 4.19

APPENDIX A




DEFINITIONS




     “Accounts” means the accounts established pursuant to Section 5.01 of this
Indenture.



     “Additional Bonds” means (i) an additional Series or subseries of Bonds
issued upon the same terms and conditions set forth in this Indenture for the
issuance of the Initial Bonds or a new Series of Bonds secured by the same or a
separate pledge of security and Funds and Accounts, in accordance with the
provisions of Article XV of this Indenture, (ii) Bonds issued upon conversion
to a Fixed Rate, and (iii) any Bond or Bonds duly issued in exchange or
replacement therefor.



     “Affiliate” means any Person (whether for-profit or not-for-profit), which
“controls,” or is “controlled” by, or is under common “control” with, another
Person. For purposes of this definition, a Person “controls” another Person
when the first Person possesses or exercises directly, or indirectly through
one or more other affiliates or related entities, the power to direct the
management and policies of the other Person, whether through the ownership of
voting rights, membership, the power to appoint members, trustees or directors,
by contract, or otherwise.



     “Authorized Denomination” means, with respect to Variable Rate Bonds and
Purchased Bonds, $100,000 or any integral multiple of $5,000 in excess thereof,
and, with respect to Fixed Rate Bonds, $5,000 or any integral multiple thereof.



     “Authorized Officer” means: (i) in the case of the Issuer, the Chairman,
the President and Chief Executive Officer, the Vice President-Chief Financial
Officer and Treasurer, and any Vice President, Assistant Treasurer or
Secretary; (ii) in the case of the Trustee, means any officer in its corporate
trust administration division, and when used with reference to any act or
document also means any other person authorized to perform such act or sign
such document by or pursuant to a resolution of the governing body of the
Trustee; (iii) in the case of the Paying Agent, means any officer in its
corporate trust division, and when used with reference to any act or document,
including any authentication of the Bonds, also means any other person
authorized to perform such act or sign such document by or pursuant to a
resolution of the governing body of the Paying Agent; and (iv) in the case of
the Bank, when used with reference to any act or document, a Senior Vice
President, Vice President or any other person authorized to perform such act or
sign such document by or pursuant to a resolution of the governing body of the
Bank.



     “Bank” means Citizens Bank of Rhode Island and its successors and assigns.



     “Bondowner Tender Notice” means written notice of a Bondowner (other than
the Liquidity Facility Provider), delivered to the Paying Agent or Remarketing
Agent, as applicable, evidencing a Bondowner’s election to tender Bonds as
provided in Sections 3.06 and 3.07 of this Indenture, as the case may be,
substantially in the form set forth on the form of the Variable Rate Bond
contained herein.



     “Bondowners” means the registered owners of the Bonds from time to time as
shown in the books kept by the Paying Agent as bond registrar and transfer
agent.



     “Bonds” means the Initial Bonds and Additional Bonds.



     “Business Day” means (a) other than a Saturday, Sunday or day on which
banking institutions are authorized or required by law or executive order to be
closed for commercial banking purposes in Connecticut, Massachusetts,
Minnesota, New York, Rhode Island or in any other state in which



A-1









 




Exhibit 4.19

documents
are required to be delivered to draw on the Letter of Credit; (b) other
than a day on which the New York Stock Exchange is closed; (c) 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: (i) 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 (ii) a London Banking Day; and
(d) when such term is used to describe a day on which an interest rate
determination is to be made, any day which is a London Banking Day.



     “Commercial Paper” means instruments issued for other than working capital
purposes under a program which has an expected term in excess of 365 days and
which provides for the periodic issuance of debt obligations to repurchase,
redeem or otherwise retire debt obligations previously issued under the
program.



     “Costs of Issuance” means all costs and expenses of the Issuer incurred in
connection with the authorization, issuance, sale and delivery of the Bonds
including, but not limited to, legal fees, Credit Facility fees, Liquidity
Facility fees, financial advisory fees, trustee’s acceptance under this
Indenture and initial (including first annual) fees, paying agent fees, fiscal
or escrow agent fees, printing fees and travel expenses.



     “Costs of Issuance Fund” means the Fund established pursuant to Section
5.01 of this Indenture.



     “Credit Facility” means the Letter of Credit that provides for the payment
of principal of and interest on the Initial Bonds and any bank letter of credit
that provides for the payment of principal of and interest on Additional Bonds
and any Substitute Credit Facility delivered pursuant to Section 3.19 of this
Indenture.



     “Credit Facility Documents” means the Credit Facility, the Reimbursement
Agreement and any documents, agreements and/or instruments (including any
security documents) executed and/or delivered in connection with the issuance
of a Series of Bonds.



     “Credit Facility Event of Insolvency” means that a proceeding has been
instituted in a court having jurisdiction seeking an order for relief,
rehabilitation, reorganization, conservation, liquidation or dissolution in
respect of the Credit Facility Provider and such proceeding is not terminated
for a period of sixty (60) consecutive days or such court enters an order
granting the relief sought in such proceeding.



     “Credit Facility Expiration Date” means, with respect to a Credit
Facility, including the Initial Credit Facility, the scheduled expiration date
of such Credit Facility as it may be extended from time to time pursuant to the
terms thereof or, if the Credit Facility has been replaced by a Substitute
Credit Facility, the scheduled expiration date of such Substitute Credit
Facility; provided however, “Credit Facility Expiration Date” shall not mean
any date upon which the Credit Facility is no longer effective by reason of (a)
an event constituting a Credit Facility Termination Date, (b) the Credit
Facility expiring in connection with the conversion of the Bonds to Fixed Rate
Bonds prior to the maturity date thereof if either Section 2.05(d)(ii)(B) or
Section 2.05(d)(ii)(C) is complied with, or (c) obtaining a Substitute Credit
Facility.



     “Credit Facility Payment Obligations” means, with respect to a Credit
Facility Provider, any loans, advances, debts, liabilities, obligations,
contingent obligations, covenants and duties owing to the Credit Facility
Provider under the applicable Reimbursement Agreement or any other Credit
Facility Documents. The amount of the Credit Facility Payment Obligations
shall be established or calculated by the Credit Facility Provider from time to
time and furnished to the Trustee in writing denominating the interest portion
of such Credit Facility Payment Obligations and the principal portion of such
Credit Facility Payment Obligations, such establishment or calculation being
conclusive of the amount due, absent manifest error.



A-2









 




Exhibit 4.19

     “Credit Facility Provider” means the Initial Credit Facility Provider as
issuer of the Letter of Credit for the Initial Bonds, the issuer of a Credit
Facility for a Series of Additional Bonds and any Substitute Credit Facility
Provider which issues a Substitute Credit Facility pursuant to Section 3.19 of
this Indenture.



     “Credit Facility Termination Date” means the date, if any, upon which the
Credit Facility, including the Initial Credit Facility, is to terminate with
respect to a Series of Bonds or with respect to defaulted Bonds as a result of
the occurrence of any event specified in the Credit Facility or the applicable
Credit Facility Documents providing the Credit Facility Provider with an option
to terminate the Credit Facility.



     “Daily Mode” means an Interest Mode in which the interest rate on the
Bonds in such Interest Mode is adjusted on each Business Day, or calendar day
under certain circumstances, as provided in this Indenture.



     “Debt Service Fund’ means the Fund established pursuant to Section 5.01 of
this Indenture.



     “DTC” means The Depository Trust Company, New York, New York, a New York
State limited purpose trust company, subject to regulation by the Securities
and Exchange Commission, the Board of Governors of the Federal Reserve System
and the New York State Banking Department, or its successors appointed under
this Indenture.



     “DTC Letter of Representations” means the Blanket Issuer Letter of
Representations by and between the Issuer and DTC.



     “Event of Bankruptcy” means the filing of a petition in bankruptcy or the
commencement of a proceeding under the United States Bankruptcy Code or any
other applicable law concerning insolvency, reorganization or bankruptcy by or
against the Issuer.



     “Event of Default” shall have the meaning ascribed thereto in Section 8.01
of this Indenture.



     “Expiration Date” means any Credit Facility Expiration Date and any
Liquidity Facility Expiration Date.



     “Fiscal Year” means the fiscal year of the Issuer.



     “Fitch” means Fitch Ratings, a corporation organized and existing under
the laws of the State of New York, its successors and assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, “Fitch” shall be deemed to refer to
any other nationally recognized securities rating agency designated by the
Issuer, by notice to the Trustee.



     “Fixed Mode” means an Interest Mode during which the interest rate on the
Bonds in such Interest Mode is the Fixed Rate.



     “Fixed Rate” means a non-floating interest rate on all of the Bonds
established in accordance with Sections 2.04 and 2.05 of this Indenture, which
rate on some Bonds may differ from the rate on other Bonds.



     “Fixed Rate Bonds” means Bonds that are in the Fixed Mode.



     “Fixed Rate Date,” with respect to Bonds to be converted to a Fixed Rate,
means the date on which the interest rate on the Bonds is converted to the
Fixed Rate.



A-3









 




Exhibit 4.19

     “Flexible Date” means, with respect to each Bond, the first day next
succeeding the last day of a Flexible Period, or in the case of the initial
period during which the Bonds are in a Flexible Mode, the first day of such
Flexible Period during which the Bonds bear interest at a Flexible Rate;
provided, however, that a Flexible Date must be a Business Day.



     “Flexible Mode” means an Interest Mode during which the Bonds in such
Interest Mode bear interest at Flexible Rates.



     “Flexible Period” means, with respect to each Bond, each consecutive
period established pursuant to Section 2.03(c) and Section 2.04 of this
Indenture during which such Bond shall bear interest at the Flexible Rate;
provided, however, that the first day immediately following the last day of
each Flexible Period (i.e., a Flexible Date) shall in all events be a Business
Day.



     “Flexible Rate” means, with respect to each Bond in a Flexible Mode for a
Flexible Period, the rate of interest on such Bond established pursuant to
Section 2.03(c) of this Indenture.



     “Funds” means the funds established pursuant to Section 5.01 of this
Indenture.



     “Government Obligations” means 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) or obligations the timely payment of
principal of and interest on which are unconditionally guaranteed by the United
States of America.



     “Initial Bonds” means the Issuer’s $12,500,000 Variable Rate Taxable
Debenture Bonds.



     “Initial Credit Facility Provider” means the Bank.



     “Initial Liquidity Facility Provider” means the Bank.



     “Interest Account” means the Account established pursuant to Section 5.01
of this Indenture.



     “Interest Mode” means an interest rate mechanism applicable to the Bonds
as determined pursuant to Section 2.03, 2.04 or 2.05 of this Indenture. An
Interest Mode may be a Daily Mode, a Weekly Mode, a Flexible Mode, or a Fixed
Mode.



     “Interest Mode Adjustment Date” means the date on which the Interest Mode
is changed from one Interest Mode to another Interest Mode.



     “Interest Mode Adjustment Notice” has the meaning specified in Section
2.04(b) of this Indenture.



     “Interest Payment Date” means each date on which interest on the Bonds
shall become due, which shall be any date on which Bonds are to be mandatorily
tendered pursuant to Sections 3.01, 3.02 or 3.03 of this Indenture, on any
Interest Mode Adjustment Date, at maturity, and: (i) as to Bonds in the Daily
Mode, the first Business Day of each month; (ii) as to Bonds in the Weekly
Mode, the first Wednesday of each month (or the immediately preceding Business
Day if such Wednesday is not a Business Day); (iii) as to Bonds in the Flexible
Mode, the day immediately succeeding the last day of a Flexible Period; (iv)
with respect to Purchased Bonds, the first Business Day of each month and each
date Purchased Bonds are remarketed pursuant to Section 3.11 of this Indenture;
and (v) with respect to Fixed Rate Bonds, January 1 and July 1, commencing on
the date specified at the time of issuance of a Series of Fixed Rate Bonds, or
on the January 1 or July 1 next following the Fixed Rate Date with respect to
Bonds converted to the Fixed Rate, and the dates of redemption or maturity of
such Bonds.



A-4









 




Exhibit 4.19

     “Interest Period” means, with respect to any Bond, the period from and
including an Interest Payment Date with respect to such Bond to and including
the day immediately preceding the next Interest Payment Date for such Bond,
except that the first Interest Period shall be the period from and including
the Issue Date and including the day immediately preceding the first Interest
Payment Date.



     “Interest Rate” means the rate of interest to be borne by Bonds and, with
respect to any particular Bond, shall be the Variable Rate, the Fixed Rate or
the Purchased Bond Rate applicable thereto.



     “Investment Agreement” means an agreement for the investment of monies
held by the Trustee pursuant to this Indenture with a Qualified Financial
Institution (which may include the entity acting as Trustee).



     “Issue Date” means the first date on which the Issuer receives the
purchase price for a Series of Bonds in exchange for delivery of such Bonds.



     “Issuer” means The Connecticut Water Company.



     “Issuer Bond” means any Bond purchased by the Issuer in accordance with
Section 3.12 of this Indenture.



     “Issuer Event of Insolvency” means that a proceeding has been instituted
in a court having jurisdiction seeking an order for relief, rehabilitation,
reorganization, conservation, liquidation or dissolution in respect of the
Issuer and such proceeding is not terminated for a period of sixty (60)
consecutive days or such court enters an order granting the relief sought in
such proceeding.



     “Letter of Credit” means the irrevocable direct-pay letter of credit
issued by the Bank for the benefit of the Trustee, and serving as both the
Credit Facility and the Liquidity Facility for the Initial Bonds.



     “Liquidity Facility” means the Letter of Credit that provides for the
payment of the Purchase Price of Initial Bonds tendered or deemed tendered, a
letter of credit, a line of credit, a bond insurance policy, a standby bond
purchase agreement, a surety agreement, a guaranty or other form of liquidity
facility that provides for the payment of the Purchase Price of Additional
Bonds tendered or deemed tendered during the term thereof and any Substitute
Liquidity Facility then in effect delivered pursuant to Section 3.20 of this
Indenture.



     “Liquidity Facility Documents” means the Liquidity Facility, the
Reimbursement Agreement and any documents, agreements and/or instruments
(including any security documents) executed and/or delivered in connection with
the issuance of a Series of Bonds.



     “Liquidity Facility Expiration Date” means, with respect to a Liquidity
Facility, including the Initial Liquidity Facility, the scheduled expiration
date of such Liquidity Facility as it may be extended from time to time
pursuant to the terms thereof or, if the Liquidity Facility has been replaced
by a Substitute Liquidity Facility, the scheduled expiration date of such
Substitute Liquidity Facility; provided however, “Liquidity Facility Expiration
Date” shall not mean any date upon which the Liquidity Facility is no longer
effective by reason of (a) an event constituting a Liquidity Facility
Termination Date, (b) the Liquidity Facility expires in connection with all of
the Bonds bearing interest at a Fixed Rate to the maturity date thereof or (c)
obtaining a Substitute Liquidity Facility.



     “Liquidity Facility Provider” means the Initial Liquidity Facility
Provider as issuer of the Letter of Credit for the Initial Bonds, the issuer of
a Liquidity Facility for a Series of Additional Bonds and any



A-5









 




Exhibit 4.19

Substitute Liquidity Facility Provider which issues a Substitute Liquidity
Facility pursuant to Section 3.20 of this Indenture.



     “Liquidity Facility Termination Date” means the date, if any, upon which
the Liquidity Facility, including the Initial Liquidity Facility, is to
terminate with respect to a Series of Bonds or with respect to defaulted Bonds
as a result of the occurrence of any event specified in the Liquidity Facility
or the applicable Liquidity Facility Documents providing the Liquidity Facility
Provider with an option to terminate the Liquidity Facility.



     “Maximum Rate” means the lesser of (i) twelve percent (12%) per annum, or
(ii) the maximum rate of interest permitted by applicable law.



     “Moody’s” means Moody’s Investors Service, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successors and
assigns, and, if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, “Moody’s” shall be
deemed to refer to any other nationally recognized securities rating agency
designated by the Issuer, by notice to the Trustee.



     “Outstanding,” when used to modify Bonds, refers to the aggregate of all
Bonds authenticated and delivered under this Indenture, excluding: (i) Bonds
which have been exchanged or replaced, or delivered to the Trustee for credit
against a principal payment or a sinking fund installment; (ii) Bonds which
have been paid; (iii) Bonds which have become due and for the payment of which
monies have been duly provided; and (iv) Bonds for which there have been
irrevocably set aside sufficient funds, or Government Obligations bearing
interest at such rates, and with such maturities as will provide sufficient
funds, to pay or redeem them; provided, however, that if any such Bonds are to
be redeemed prior to maturity, the Issuer shall have complied with the
provisions of Section 14.01 of the Indenture and shall have taken all action
necessary to redeem such Bonds and notice of such redemption shall have been
duly mailed in accordance with this Indenture or irrevocable instructions so to
mail shall have been given to the Trustee.



     “Owners” means the registered owners of the Bonds from time to time as
shown in the books kept by the Paying Agent as bond registrar and transfer
agent.



     “Paying Agent” means the Paying Agent designated from time to time
pursuant to Section 11.01 of this Indenture.



     “Permitted Investments” means the obligations described below:




	A.	 	Government Obligations.
	 
	B.	 	Bonds, debentures, notes or other evidence of indebtedness
issued or guaranteed by any of the following federal agencies,
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)	 	Direct obligations of or fully guaranteed
certificates of beneficial ownership of, the Export Import
Bank of the United States;
	 
	(2)	 	Certificates of beneficial ownership of the Rural
Economic Community Development Administration;
	 
	(3)	 	Federal Financing Bank;




A-6









 






Exhibit 4.19


	(4)	 	Participation certificates of the General
Services Administration;
	 
	(5)	 	Guaranteed mortgage-backed bonds and guaranteed
pass-through obligations of the Government National Mortgage
Association;
	 
	(6)	 	U.S. Maritime Administration Guaranteed Title XI
loans; and
	 
	(7)	 	Project Notes, Local Authority Bonds, New
Communities Debentures and U.S. Public Housing Notes and Bonds
fully guaranteed by the U.S. Department of Housing and Urban
Development.






	C.	 	Bonds, debentures, notes or other evidence of indebtedness
issued or guaranteed by any of the following non-full faith and
credit U.S. government agencies (stripped securities are only
permitted if they have been stripped by the agency itself):






	(1)	 	Federal Home Loan Bank System senior debt
obligations rated Aaa by Moody’s and AAA by Standard & Poor’s;
	 
	(2)	 	Participation Certificates and senior debt
obligations of Federal Home Loan Mortgage Corporation, rated
Aaa by Moody’s and AAA by Standard & Poor’s;
	 
	(3)	 	Mortgage-backed securities and senior debt
obligations of the Federal National Mortgage Association,
rated Aaa by Moody’s and AAA by Standard & Poor’s;
	 
	(4)	 	Senior debt obligations of the Student Loan
Marketing Association, rated Aaa by Moody’s and AAA by
Standard & Poor’s;
	 
	(5)	 	Consolidated system wide bonds and notes of the
Farm Credit System Corporation, rated Aaa by Moody’s and AAA
by Standard & Poor’s.






	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 Standard & Poor’s or
Moody’s of AAAm-G; AAAm; Aaa; or equivalent.
	 
	E.	 	Certificates of deposit secured at all times by collateral
described in (A) and/or (B) above, issued by commercial banks,
savings and loan associations or mutual savings banks where the
collateral is held by a third party and the Trustee has 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 FDIC.
	 
	G.	 	Investment Agreements with a term in excess of thirty days,
subject to approval of the Issuer and the Credit Facility Provider,
if any, of the issuer and the form and substance of any Investment
Agreement; and in the case of any Investment Agreement with a term
greater than seven years, an issuer rated AAA by Standard & Poor’s
and Aaa by Moody’s unless a lower rating is consented to by the
Credit Facility Provider, if any, and the Issuer.
	 
	H.	 	Commercial paper rated Prime-1 or better by Moody’s and A-1+
or better by Standard & Poor’s and which matures no more than 270
days from the date of purchase.




A-7









 




Exhibit 4.19


	I.	 	Bonds or notes issued by any state or municipality which are
rated by Moody’s, Standard & Poor’s and any other national bond
rating agency rating the Bonds, in one of the two highest Rating
Categories assigned by such agencies (without qualification by
symbols “+” or “-” or a numerical notation).
	 
	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 better by Moody’s and
A-1 or better by Standard & Poor’s.
	 
	K.	 	Repurchase Agreements.





     “Person” means any individual, association, unincorporated organization,
corporation, trust, partnership, joint venture, or government or an agency or
political subdivision thereof.



     “Principal Account” means the account established pursuant to Section 5.01
of this Indenture.



     “Prior Obligations” means the Issuer’s $12,050,000 First Mortgage Bonds -
Series V.



     “Prior Project” means the project financed by the Company’s bonds refunded
by the Prior Obligations.



     “Purchase Date” means the date or dates set for purchase of Tendered Bonds
pursuant to Article III of this Indenture.



     “Purchase Price” means the purchase price to be paid by the Paying Agent
for Bonds (including Purchased Bonds) tendered for purchase pursuant to Article
III of this Indenture, which shall be the principal amount thereof (plus
interest accrued from and including the last occurring Interest Payment Date to
and excluding the date of such purchase unless such purchase is made on an
Interest Payment Date with respect thereto).



     “Purchased Bond” means any Bond registered to the Liquidity Facility
Provider or its designee or nominee, pursuant to Section 3.12 of this
Indenture. A Bond shall be a Purchased Bond only for the actual period during
which such Bond is registered to the Liquidity Facility Provider or its
designee or nominee. Purchased Bonds shall not be subject to optional or
mandatory tender for purchase, but Purchased Bonds are subject to redemption as
provided hereunder.



     “Purchased Bond Rate” means the rate per annum specified in a
Reimbursement Agreement and calculated from time to time by the Liquidity
Facility Provider. Interest at the Purchased Bond Rate shall be calculated on
the basis of a 360-day year of twelve 30-day months.



     “Qualified Financial Institution” means a financial institution that is a
domestic corporation, a bank, a trust company, a national banking association,
a corporation subject to registration with the Board of Governors of the
Federal Reserve System under the Bank Holding Company Act of 1956 or any
successor provisions of law, a federal branch pursuant to the International
Banking Act of 1978 or any successor provisions of law, a foreign bank acting
through a domestic branch or agency which branch or agency is duly licensed or
authorized to do business under the laws of any state or territory of the
United States of America, a savings bank, a savings and loan association, or an
insurance company or association chartered or organized under the laws of any
state of the United States of America; provided that for each such entity its
unsecured or uncollateralized long-term debt obligations, or obligations
secured or supported by a letter of credit, contract, guarantee, agreement or
surety bond issued by any such organization, directly or by virtue of a
guarantee of a corporate parent thereof have been assigned a long term credit
rating by Moody’s and Standard & Poor’s, which is not lower than the two highest



A-8









 




Exhibit 4.19

ratings (the highest rating with respect to a foreign bank) then assigned
(i.e., at the time an Investment Agreement or Repurchase Agreement is entered
into) by such rating service without qualification by symbols “+” or “-” or a
numerical notation.



     “Rate Adjustment Date” means the date as of which the interest rate
determined for an Interest Mode shall be effective; which during a Daily Mode
shall be each Business Day; during a Weekly Mode shall be each Wednesday;
during a Flexible Mode shall be the Flexible Date in each Flexible Period; and,
during a Fixed Mode, shall be the first day of such Fixed Mode.



     “Rate Determination Date” means with respect to the Bonds, (i) for a Daily
Mode, each Rate Adjustment Date, (ii) for a Flexible Mode, the first Business
Day in a Flexible Period, (iii) for a Weekly Mode each Wednesday or, if
Wednesday is not a Business Day, the immediately preceding Business Day, and
(iv) for the Fixed Mode, the seventh (7th) Business Day next preceding the Rate
Adjustment Date for such Fixed Mode.



     “Rate Period” means, with respect to any Bond, the period beginning on a
Rate Adjustment Date with respect thereto and the day preceding the next Rate
Adjustment Date with respect thereto or the maturity date of the Bond,
inclusive.



     “Rating Agency” means each of Moody’s, Fitch and Standard and Poor’s, and
its successors and assigns, but only if such company is providing a rating on
any Bonds.



     “Rating Category” shall mean a generic securities rating category, without
regard to any refinement or gradation of such rating category by a numerical
modifier or otherwise.



     “Record Date” means with respect to any Interest Payment Date:




          (i) with respect to Purchased Bonds and Bonds in a Daily Mode,
Weekly Mode or Flexible Mode, the close of business on the Business Day
immediately preceding each Interest Payment Date (provided, however, that
with respect to an Interest Payment Date occurring on a date when the
Liquidity Facility Provider acquires Purchased Bonds in accordance with a
Reimbursement Agreement, the Record Date for such Purchased Bonds for
such Interest Payment Date shall be such Interest Payment Date).




          (ii) with respect to Fixed Rate Bonds, during the time commencing on
the Issue Date of a Series of Fixed Rate Bonds or the Fixed Rate Date
applicable to a Bond converted to the Fixed Rate, as the case may be, the
fifteenth day of the month preceding each Interest Payment Date.



     “Refunding Fund” means the fund established pursuant to Section 5.01 of
this Indenture.



     “Reimbursement Agreement” means, with respect to the Initial Bonds, the
Reimbursement and Credit Agreement, dated as of March 1, 2004 by and between
the Issuer and the Bank, with respect to a Series of Additional Bonds, a
reimbursement or credit agreement entered into with the Credit Facility
Provider and/or Liquidity Facility Provider in connection with the issuance of
a Credit Facility and/or Liquidity Facility, respectively, for such Series of
Additional Bonds, and any other reimbursement or credit agreement entered into
with a Substitute Credit Facility Provider or a Substitute Liquidity Facility
Provider.



     “Remarketing Agent” means A.G. Edwards & Sons, Inc., and its successors as
provided in Section 11.03 of this Indenture.



A-9









 




Exhibit 4.19

     “Repurchase Agreement” means, unless otherwise consented to by the Issuer
and the applicable Credit Facility Provider, a written repurchase agreement
entered into with a Qualified Financial Institution, a bank acting as a primary
securities dealer or a securities dealer, which is listed by the Federal
Reserve Bank of New York as a reporting dealer and rated “AA” or “AA2” or
better by Standard & Poor’s and Moody’s, under which securities are transferred
from a dealer bank or securities firm for cash with an agreement that the
dealer bank or securities firm will repay the cash plus a yield in exchange for
the securities on a specified date and which (i) the Trustee has the right to
proceed against the obligor on the underlying obligations which must be
obligations of, or guaranteed by, the United States of America, (ii) the term
of which shall not exceed one hundred eighty (180) days, unless the Issuer and
the Credit Facility Provider shall consent to a longer period, (iii) the
collateral must be delivered to the Trustee (if the Trustee is not supplying
the collateral) or a third party acting as agent for the Trustee (if the
Trustee is supplying the collateral) prior to or simultaneous with investment
of monies therein and such party shall have a perfected security interest in
such collateral, and (iv) the collateral shall be valued weekly, marked to
market at current market prices plus accrued interest; provided that at all
times the value of the collateral must be equal to at least 104% of the amount
invested in such repurchase agreement, plus accrued interest, and if the value
of such collateral is less than 104% of such amount, the counterparty must
invest additional cash or securities such that the collateral thereafter equals
104% of the amount invested plus accrued interest.



     “Scheduled Issuer Tender Date” means the date, which shall be an Interest
Payment Date, designated by the Issuer in writing to the Trustee at least
forty-five (45) days prior to such date, for the conversion to the Fixed Mode
of all of the Outstanding Bonds of a Series.



     “Securities Act” shall have the meaning set forth in Section 2.05(d)
hereof.



     “Series” means (i) an issue of Bonds, including any subseries of
Additional Bonds, secured upon the same terms and conditions set forth in this
Indenture for the issuance of the Initial Bonds and (ii) Additional Bonds of a
new Series, including any subseries of Additional Bonds, secured by a separate
pledge of monies, Credit Facilities and Funds and Accounts, in accordance with
the provisions of Article XV.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division
of McGraw Hill, Inc., a corporation organized and existing under the laws of
the State of New York, its successors and assigns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, “Standard & Poor’s” shall be deemed to refer to any
other nationally recognized securities rating agency designated by the Issuer,
by notice to the Trustee.



     “Substitute Credit Facility” means a Credit Facility which is issued by a
Substitute Credit Facility Provider, is satisfactory to the Issuer and is
delivered pursuant to Section 3.19 of this Indenture. An extension of the term
of any existing Credit Facility shall not be deemed to constitute the delivery
of a Substitute Credit Facility.



     “Substitute Credit Facility Provider” means the issuer of any Substitute
Credit Facility.


     “Substitute Liquidity Facility” means a Liquidity Facility which is issued
by a Substitute Liquidity Facility Provider, is satisfactory to the Issuer and
is delivered pursuant to Section 3.20 of this Indenture. An extension of the
term of any existing Liquidity Facility shall not be deemed to constitute the
delivery of a Substitute Liquidity Facility.



     “Substitute Liquidity Facility Provider” means the issuer of any
Substitute Liquidity Facility.


A-10









 




Exhibit 4.19



     “Substitution Date” means a date, which shall be an Interest Payment Date,
on which a Substitute Credit Facility is to be substituted for the Credit
Facility in effect pursuant to Section 3.19 hereof or on which a Substitute
Liquidity Facility is to be substituted for the Liquidity Facility in effect
pursuant to Section 3.20 hereof.



     “Tender Fund” means the Fund established pursuant to Section 3.10 of this
Indenture.



     “Tendered Bonds” means Bonds tendered or deemed tendered for repurchase
pursuant to Article III of this Indenture.



     “Termination Date” means any Credit Facility Termination Date and any
Liquidity Facility Termination Date.



     “Trustee” means U.S. Bank National Association, a national banking
association having a place of business in Hartford, Connecticut, and its
successors in trust hereunder.



     “UCC” means the Uniform Commercial Code, Sections 42a-1-101 through
42a-10-109 of the Connecticut General Statutes, as amended and supplemented.



     “Undelivered Bonds” means those Bonds subject to mandatory tender not
delivered to the Paying Agent on any Purchase Date therefor.



     “Underwriter” means A.G. Edwards & Sons, Inc. or any other underwriter
designated by the Issuer with respect to any Series of Bonds.



     “Variable Mode” means an Interest Mode other than a Fixed Mode.



     “Variable Rate” means the rate of interest to be borne by Variable Rate
Bonds.



     “Variable Rate Bonds” means Bonds which bear interest at other than the
Fixed Rate.



     “Weekly Mode” means an Interest Mode in which the interest rate on the
Bonds in such Interest Mode is determined in weekly intervals, as provided in
Subsection 2.03(e) of this Indenture.



A-11









 




Exhibit 4.19

APPENDIX B




(FORM OF VARIABLE RATE BONDS)




	 	 	 
	Registered No. R-___

	 	$_________________________







THE CONNECTICUT WATER COMPANY

Variable Rate Taxable Debenture Bonds

Series 2004




	 	 	 	 	 
	MATURITY DATE:

	 	_____________________
	 	CUSIP:







DATE OF THIS BOND:

(Date as of which Bonds of this Series were initially issued.)




	 	 	 
	INTEREST PAYMENT DATES:

	 	The date on which the installment of
interest on the Bonds shall become due,
which shall be any date on which Bonds are
to be mandatorily tendered pursuant to the
Indenture, on any Interest Mode Adjustment
Date, at maturity, and: (i) as to Bonds in
the Daily Mode, the first Business Day of
each month; (ii) as to Bonds in the Weekly
Mode, the first Wednesday of each month;
(iii) as to Bonds in the Flexible Mode, the
day immediately succeeding the last day of a
Flexible Period; and (iv) as to Purchased
Bonds, the first Business Day of each month
and each date Purchased Bonds are
remarketed.
	 
	 	 
	REGISTERED OWNER:

	 	CEDE & CO.
	 
	 	 
	PRINCIPAL AMOUNT

	 	TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS
	 
	 	 
	MODE:
	 	 
	(As of Date of Registration.)

	 	Weekly







     The Connecticut Water Company (the “Issuer”), for value received promises
to pay to the REGISTERED OWNER of this bond, or registered assigns, upon
presentation and surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT on the MATURITY DATE, with interest from the most
recent INTEREST PAYMENT DATE to which interest has been paid or duly provided
for or, if no interest has been paid, from the DATE OF THIS BOND, at the rates
set forth herein. Prior to the date this bond is converted to bear a fixed
rate of interest as provided in the Indenture hereinafter mentioned (the “Fixed
Rate Date”), interest on this bond shall be payable on    , and,
except as otherwise provided herein, on each INTEREST PAYMENT DATE, until the
date on which this bond becomes due, whether at maturity or by acceleration or
redemption. Interest shall be computed on the basis of a year of 365 or 366
days, as appropriate, for the actual number of days elapsed. The principal or
redemption price of this bond is payable at the trust office of U.S. Bank
National Association, as Paying Agent (the “Paying Agent”). Interest is
payable (i) by check or draft mailed by the Paying Agent to the REGISTERED
OWNER of this bond (or of one or more predecessor or successor Bonds (as
defined below)), determined as of the close of business on the applicable
record date, at its address as shown on the registration books maintained by
the Paying Agent, or (ii) if the PRINCIPAL AMOUNT is not less than $1,000,000,
at the option of the REGISTERED OWNER by wire transfer to the REGISTERED OWNER
at such wire transfer address as it may request in writing to the Paying Agent
prior to the record date.



B-1









 





Exhibit 4.19

     Prior to the Fixed Rate Date applicable to this bond, the record date for
payment of interest shall be the Business Day immediately preceding each
INTEREST PAYMENT DATE; provided that, with respect to overdue interest or
interest payable on redemption of this bond other than on an INTEREST PAYMENT
DATE or interest on any overdue amount, U.S. Bank National Association, as
trustee (the “Trustee”), may establish a special record date. The special
record date may be not more than twenty (20) days before the date set for
payment. The Trustee will mail notice of a special record date to the
registered Owners of the Bonds (the “Bondowners”) at least ten (10) days before
the special record date. The Trustee will promptly certify to the Issuer that
it has mailed such notice to all Bondowners, and such certificate will be
conclusive evidence that such notice was given in the manner required hereby.



     This bond is part of an issue of bonds (the “Bonds”) representing an
aggregate borrowing of $12,500,000 pursuant to a Trust Indenture, dated as of
January 1, 2004 (the “Indenture”), between the Issuer and the Trustee. All
terms used in this bond and not otherwise defined herein shall have the same
meanings as set forth in the Indenture. Reference is made to the Indenture for
a description of the monies pledged and for the provisions with respect to the
rights, limitations of rights, duties, obligations and immunities of the
Issuer, the Trustee and the Bondowners, including the order of payments in the
event of insufficient funds and restrictions on the rights of the Bondowners to
bring suit. The Indenture may be amended to the extent and in the manner
provided therein.



     In case any Event of Default (as defined in the Indenture) occurs, the
principal amount of this bond together with accrued interest may be declared
due and payable in the manner and with the effect provided in the Indenture.



     The interest rate on this bond shall vary and be determined from time to
time in accordance with the provisions of the Indenture, and any such
determination shall be conclusive and binding upon the REGISTERED OWNER hereof.
Prior to the Fixed Rate Date, the Bonds shall be in a Daily Mode, a Weekly
Mode, or a Flexible Mode. Interest on the Bonds may be converted to a Fixed
Interest Rate for the remaining term of the Bonds. The Bonds will initially be
in the Weekly Mode and may be converted from one Interest Mode to another
Interest Mode at the option of the Issuer upon satisfaction of the conditions
and in accordance with the provisions set forth in the Indenture.



     This bond, while in a Daily Mode or Weekly Mode, is subject to tender at
the option of the REGISTERED OWNER hereof in accordance with the provisions of
the Indenture, which include without limitation (a) the delivery to the Paying
Agent (and the Remarketing Agent if in a Daily Mode) of an irrevocable
Bondowner Tender Notice and telephonic notice to the Paying Agent of certain of
the information to be contained therein, including without limitation the date
on which this bond is to be purchased, which date shall be (i) in the case of
Bonds in the Daily Mode, any Business Day provided that said telephonic notice
is given and such Bondowner Tender Notice is delivered to the Paying Agent (and
the Remarketing Agent if the Bonds are in a Daily Mode) by 10:00 a.m., New York
City time, on such Business Day, or (ii) in the case of Bonds in the Weekly
Mode, not later than 3:00 p.m., New York City time, on any Business Day which
is at least seven (7) calendar days, but not more than fourteen (14) calendar
days, prior to the Business Day specified in such notice for the tender and
purchase of this bond; and (b) delivery to the Paying Agent at or prior to
12:00 noon New York City time, on the date specified in the aforesaid notice,
of this bond. The right of the REGISTERED OWNER hereof to so tender this bond
shall terminate upon the earliest of (i) the Liquidity Facility Expiration
Date, and (ii) the date all Bonds are converted to a Fixed Rate.



     In addition, the Bonds, except for Purchased Bonds and Issuer Bonds, are
subject to mandatory purchase, in accordance with the provisions of the
Indenture, on (i) a Scheduled Issuer Tender Date, (ii) any Interest Mode
Adjustment Date, (iii) the second (2nd) Business Day preceding a Credit
Facility Expiration Date or a Liquidity Facility Expiration Date, (iv) the
second (2nd) Business Day preceding a
Credit Facility Termination Date or a Liquidity Facility Termination Date,
(v) on the fifth (5th) calendar



B-2









 




Exhibit 4.19

day prior to a Substitution Date, and (vi) with
respect to Bonds in a Flexible Mode, on each Flexible Date. Notice of such
mandatory purchase shall be given to the REGISTERED OWNER in accordance with
the provisions of the Indenture, at least thirty (30) days (fifteen (15) days
with respect to Bonds in a Daily Mode or Weekly Mode), unless a shorter period
is required pursuant to the provisions of the Indenture, prior to the Purchase
Date.



     Interest accruing on undelivered Bonds subject to mandatory or optional
tender after the Purchase Date shall not be payable to the former Owner of such
Bonds.



     Purchased Bonds shall be subject to mandatory redemption prior to
maturity, in whole, on the Liquidity Facility Expiration Date at a redemption
price equal to 100% of the principal amount thereof, plus accrued interest to
the redemption date.



     Bonds shall be subject to mandatory redemption prior to maturity, in whole
or in part, on any applicable Interest Payment Date at a redemption price equal
to 100% of the principal amount thereof, plus accrued interest to the
redemption date, to the extent that monies from the sale of the Issuer’s assets
are required to be deposited with the Trustee, and applied to such redemption
pursuant to the Reimbursement Agreement.




     Prior to the Fixed Rate Date, this bond is subject to optional redemption
prior to maturity, at the option of the Issuer, on any Interest Payment Date
applicable hereto, in whole or in part, at a redemption price equal to 100% of
the principal amount thereof, plus interest accrued to the redemption date.



     After the Fixed Rate Date, this bond is subject to optional redemption
prior to maturity, at the option of the Issuer, in whole or in part at any
time, in accordance with the terms established in connection with the
conversion of this Bond to a Fixed Rate.



     In the event that less than all of the Bonds are to be redeemed, the Bonds
(or portions of Bonds) to be redeemed shall be selected by the Trustee as
provided in the Indenture; provided that for so long as CEDE & CO., as nominee
of The Depository Trust Company (“DTC”), is the REGISTERED OWNER, the
beneficial interests in the particular Bonds or portions thereof to be redeemed
shall be selected by DTC, in such manner as DTC may determine. Interest on
Bonds called for redemption shall be due and payable on the redemption date.



     Notice of any redemption shall be given by the Trustee mailing a copy of
the redemption notice by registered or certified mail to the registered Owner
of each Bond to be redeemed in whole or in part at the address shown on the
registration books kept by the Paying Agent (a) prior to the Fixed Rate Date,
not more than twenty-five (25) nor less than fifteen (15) days prior to the
redemption date, and (b) on and after the Fixed Rate Date, not more than
forty-five (45) nor less than thirty (30) days prior to the redemption date.
Failure to mail notice to the Owner of any other Bond or any defect in the
notice to such an Owner shall not affect the redemption of this bond.



     If this bond is of a denomination in excess of one hundred thousand
dollars ($100,000), portions of the principal amount in the amount of one
hundred thousand dollars ($100,000) or any integral multiple of five thousand
dollars ($5,000) in excess thereof may be redeemed. If less than all of the
principal amount is to be redeemed, upon surrender of this bond to the Paying
Agent, there will be issued to the REGISTERED OWNER, without charge, a new Bond
or Bonds, at the option of the REGISTERED OWNER, for the unredeemed principal
amount.



     Notice of redemption having been duly mailed, this bond, or the portion
called for redemption, will become due and payable on the redemption date at
the applicable redemption price and, monies for



B-3









 




Exhibit 4.19

the redemption having been
deposited with the Paying Agent, from and after the date fixed for redemption
interest on this bond (or such portion) will no longer accrue.



     This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the trust office of the Paying Agent,
upon surrender of this bond properly endorsed in the form attached hereto to
the Paying Agent for cancellation. Upon the transfer, a new Bond or Bonds of
the same Series and aggregate principal amount in Authorized Denominations will
be issued to the transferee at the same office. No transfer will be effective
unless represented by such surrender and reissue. This bond may also be
exchanged at the trust office of the Paying Agent for a new Bond or Bonds in
Authorized Denominations of the same Series and aggregate principal amount
without transfer to a new registered Owner. Exchanges and transfers will be
without expense to the holder except for applicable taxes or other governmental
charges, if any. The Paying Agent will not be required to make an exchange or
transfer of this bond during the notice period preceding any redemption if this
bond (or any part thereof) is eligible to be selected or has been selected for
the redemption.



     The Bonds are issuable only in fully registered form in the denominations
authorized under the Indenture.



     The Issuer, the Trustee and the Paying Agent may treat the REGISTERED
OWNER as the absolute Owner of this bond for all purposes, notwithstanding any
notice to the contrary.



     Neither the directors or officers of the Issuer nor any person executing
this bond are liable personally hereon or subject to any personal liability or
accountability by reason of the issuance hereof.



     This bond will not be valid until the Certificate of Paying Agent has been
signed by the Paying Agent.



	 	 	 
	

	 	THE CONNECTICUT WATER COMPANY
	(Seal)
	 	 
	

	 	By:__________________________
	

	 	
Authorized
Officer








CERTIFICATE OF PAYING AGENT




     This bond is one of the Initial Bonds described in the Indenture.




	 
	U.S. BANK NATIONAL ASSOCIATION,

	      as Paying Agent

	 
	By:_________________________

	Authorized Officer








B-4









 




Exhibit 4.19


(REVERSE OF VARIABLE RATE BOND)




FORM OF BONDOWNER TENDER NOTICE




     The undersigned (a) hereby certifies that it is the lawful registered
Owner of this bond on the date shown below as the “Date of Exercise of
Bondowner Tender Option”, (b) hereby gives notice to the Paying Agent (and the
Remarketing Agent if this bond is in the Daily Mode) of the exercise by the
undersigned of its option to have this bond or a portion hereof as specified
below purchased on the Purchase Date indicated below pursuant to the terms of
the Indenture, and (c) in order to exercise said option, hereby tenders or will
tender and deliver this bond to the Paying Agent for purchase of this bond or a
portion hereof as specified below on the Purchase Date designated below for a
Purchase Price equal to the sum of 100% of the principal amount hereof to be
purchased plus accrued interest, if any. The undersigned does hereby also
assign and transfer and direct the Paying Agent to transfer the bond upon
delivery thereof under the terms and conditions contained in the Indenture.



     The undersigned hereby elects to receive payment of the Purchase Price of
the Bonds, in one of the following manners (check the desired method):



	 	 	 	 	 
	

	 	MANNER A
         
	 	in lawful money of the United States of America,
directly to the undersigned on the applicable
Purchase Date, upon surrender of the bonds (if not
submitted herewith);
	 
	 	 	 	 
	

	 	MANNER B          
	 	by wire transfer of immediately available funds to
account number             at
            on the
applicable Purchase Date; provided, however, that the
undersigned may not utilize this Manner B to receive
the Purchase Price unless the undersigned is the
Owner of at least $1,000,000 aggregate principal
amount of Bonds.







Name and address of Bondowner:_____________________




Date of Exercise of Bondowner Option:__________________________




Purchase Date:______________________________




Portion of Bond to be purchased (must be in Authorized Denominations and amount
of Bond not tendered must be in Authorized Denominations):
$                  



B-5









 




Exhibit 4.19




ASSIGNMENT




For value received the undersigned sells, assigns and transfers this bond to
















(Name and Address of Assignee)










Social Security or Other Identifying Number of Assignee




and irrevocably appoints   
            
attorney-in-fact to transfer it on the books kept for registration of the bond,
with full power of substitution.



	 
	


	NOTE: The signature to this assignment
must correspond with the name as
written on the face of the bond without
alteration or enlargement or other
change.








     Dated:



     Signature Guaranteed:



______________________________________


Participant in a Recognized Signature

Guarantee Medallion Program




By:____________________________

             
     Authorized Signature



B-6









 




Exhibit 4.19


(FORM OF FIXED RATE BOND)




	 	 	 
	Registered No. R-____

	 	$_____________________







THE CONNECTICUT WATER COMPANY

Fixed Rate Taxable Debenture Bonds

Series ____




INTEREST RATE:




MATURITY DATE:




CUSIP:




DATE OF THIS BOND:____________________ 1, 20___________

(Date as of which Bonds of this Series were initially issued.)




	 	 	 	 	 
	INTEREST PAYMENT DATES:

	 	January 1 and July 1
(but not before         ,
    ) and the date of redemption
or maturity hereof







REGISTERED OWNER:




PRINCIPAL AMOUNT: _____ DOLLARS




     The Connecticut Water Company (the “Issuer”), for value received promises
to pay to the REGISTERED OWNER of this bond, or registered assigns, upon
presentation and surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT on the MATURITY DATE, with interest (computed on
the basis of a 360-day year consisting of twelve 30-day months) from the most
recent INTEREST PAYMENT DATE to which interest has been paid or duly provided
for or, if no interest has been paid, from the DATE OF THIS BOND, at the
INTEREST RATE per annum, payable semiannually on the INTEREST PAYMENT DATES,
until the date on which this bond becomes due, whether at maturity or by
acceleration or redemption. From and after that date, any unpaid principal
will bear interest at the same rate until paid or duly provided for. The
principal or redemption price, of this bond is payable at the trust office of
U.S. Bank National Association, as Paying Agent (the “Paying Agent”). Interest
is payable (i) by check mailed by the Paying Agent to the REGISTERED OWNER of
this bond (or of one or more predecessor or successor Bonds (as defined below),
determined as of the close of business on the applicable record date, at its
address as shown on the registration books maintained by the Paying Agent, or
(ii) if the PRINCIPAL AMOUNT is not less than $1,000,000, at the option of the
REGISTERED OWNER, by wire transfer to the REGISTERED OWNER at such wire
transfer address as it may request in writing to the Paying Agent prior to the
record date.



     The record date for payment of interest is the fifteenth (15th) day of the
month preceding the date on which the interest is to be paid; provided that,
with respect to overdue interest or interest payable on redemption of this bond
other than on an INTEREST PAYMENT DATE or interest on any overdue amount, the
Trustee may establish a special record date. The special record date may be
not more than twenty (20) days before the date set for payment. The Trustee
will mail notice of a special record date to the registered Owners of the Bonds
(the “Bondowners”) at least ten (10) days before the special record



B-7









 




Exhibit 4.19

date. The Trustee will promptly certify to the Issuer that it has mailed such
notice to all Bondowners, and such certificate will be conclusive evidence that
such notice was given in the manner required hereby.



     This bond is part of an issue of bonds (the “Bonds”) representing an
aggregate borrowing of $12,500,000 pursuant to a Trust Indenture, dated as of
January 1, 2004 (the “Indenture”), between the Issuer and U.S. Bank National
Association, as trustee (the “Trustee”). All terms used in this bond and not
otherwise defined herein shall have the same meanings as set forth in the
Indenture. Reference is made to the Indenture for a description of the monies
pledged and for the provisions with respect to the rights, limitations of
rights, duties, obligations and immunities of the Issuer, the Trustee and the
Bondowners, including the order of payments in the event of insufficient funds
and restrictions on the rights of the Bondowners to bring suit. The Indenture
may be amended to the extent and in the manner provided therein.



     In case any Event of Default (as defined in the Indenture) occurs, the
principal amount of this bond together with accrued interest may be declared
due and payable in the manner and with the effect provided in the Indenture.



     Purchased Bonds shall be subject to mandatory redemption prior to
maturity, in whole, on the Liquidity Facility Expiration Date at a redemption
price equal to 100% of the principal amount thereof, plus accrued interest to
the redemption date.



     Bonds shall be subject to mandatory redemption prior to maturity, in whole
or in part, on any applicable Interest Payment Date at a redemption price equal
to 100% of the principal amount thereof, plus accrued interest to the
redemption date, to the extent that monies from the sale of the Issuer’s assets
are required to be deposited with the Trustee and applied to such redemption,
pursuant to the Reimbursement Agreement.



     The Bonds of this Series (except the Bonds maturing on or before July 1,
20   , which are not subject to redemption prior to maturity) are redeemable
pursuant to the Indenture prior to maturity beginning on July 1, 20   , at the
option of the Issuer as provided in the Indenture, as a whole or in part at any
time, in such order of maturities or sinking fund installments as directed by
the Issuer as provided in the Indenture, at the following prices expressed in
percentages of their principal amount, plus accrued interest to the redemption
date:



	 	 	 
	Period During Which Redeemed
	 	Redemption Price

	July 1, 20
        to June 30, 20        

	 	        %
	July 1, 20        to June 30, 20        

	 	        %
	July 1, 20        and thereafter

	 	        %







     In the event that less than all of the Bonds are to be redeemed, the Bonds
(or portions of Bonds) within a maturity or sinking fund installment to be
redeemed shall be selected by the Trustee as provided in the Indenture;
provided that for so long as CEDE & CO., as nominee of The Depository Trust
Company (“DTC”), is the REGISTERED OWNER, the beneficial interests in the
particular Bonds or portions thereof to be redeemed shall be selected by lot by
DTC, in such manner as DTC may determine. Interest on Bonds called for
redemption shall be due and payable on the redemption date.



     Notice of any redemption shall be given by the Trustee by mailing a copy
of the redemption notice to the REGISTERED OWNER of each Bond to be redeemed in
whole or in part at the address shown on the registration books maintained by
the Paying Agent not more than forty-five (45) nor less



B-8









 




Exhibit 4.19

than thirty (30) days
prior to the redemption date. Failure to mail notice to the Owner of any other
Bond or any defect in the notice to such an Owner shall not affect the
redemption of this bond.



     If this bond is of a denomination in excess of five thousand dollars
($5,000), portions of the principal amount in the amount of five thousand
dollars ($5,000) or any multiple thereof may be redeemed. If less than all of
the principal amount is to be redeemed, upon surrender of this bond to the
Paying Agent, there will be issued to the REGISTERED OWNER, without charge, a
new Bond or Bonds, at the option of the REGISTERED OWNER, for the unredeemed
principal amount.



     Notice of redemption having been duly mailed, this bond, or the portion
called for redemption, will become due and payable on the redemption date at
the applicable redemption price and, monies for the redemption having been
deposited with the Paying Agent, from and after the date fixed for redemption
interest on this bond (or such portion) will no longer accrue.



     This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the trust office of the Paying Agent,
upon surrender of this bond properly endorsed in the form attached hereto to
the Paying Agent for cancellation. Upon the transfer, a new Bond or Bonds of
the same Series and aggregate principal amount will be issued to the transferee
at the same office. No transfer will be effective unless represented by such
surrender and reissue. This bond may also be exchanged at the trust office of
the Paying Agent for a new Bond or Bonds in Authorized Denominations of the
same Series and aggregate principal amount without transfer to a new registered
Owner. Exchanges and transfers will be without expense to the holder except
for applicable taxes or other governmental charges, if any. The Paying Agent
will not be required to make an exchange or transfer of this bond during the
notice period preceding any redemption if this bond (or any part thereof) is
eligible to be selected or has been selected for the redemption.



     The Bonds are issuable only in fully registered form in the denominations
of $5,000 or any integral multiple thereof.



     The Issuer, the Trustee, and the Paying Agent may treat the REGISTERED
OWNER as the absolute Owner of this bond for all purposes, notwithstanding any
notice to the contrary.



     Neither the directors or officers of the Issuer nor any person executing
this bond are liable personally hereon or subject to any personal liability or
accountability by reason of the issuance hereof.



B-9









 




Exhibit 4.19

     This bond will not be valid until the Certificate of Paying Agent has been
signed by the Paying Agent.



	 	 	 
	

	 	THE CONNECTICUT WATER COMPANY
	(Seal)
	 	 
	

	 	By:____________________________
	

	 	
Authorized Officer








CERTIFICATE OF PAYING AGENT




          This bond is one of the Initial Bonds described in the Indenture.



	 	 	 
	

	 	U.S. BANK NATIONAL ASSOCIATION,
	

	 	      as Paying Agent
	 
	 	 
	

	 	By:_________________________
	

	 	Authorized Officer








B-10









 




Exhibit 4.19


ASSIGNMENT




     For value received the undersigned sells, assigns and transfers this bond to










(Name and Address of Assignee)










Social Security or Other Identifying Number of Assignee




and irrevocably
appoints           
      
attorney-in-fact to transfer it on the books kept for registration of the bond,
with full power of substitution.




	 	 
	 	


	 	NOTE: The signature to this assignment
must correspond with the name as
written on the face of the bond without
alteration or enlargement or other
change.








Dated:



Signature Guaranteed:



__________________________________

Participant in a Recognized Signature

Guarantee Medallion Program




By: ________________________



Authorized Signature





B-11