EXHIBIT 10.17B
September 18, 1998
Xx. Xxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
Southwest Water Company
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Amended and Restated Credit Agreement
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Dear Xx. Xxxxxxxx:
Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of December 23, 1997 (the "Credit Agreement") between
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Southwest Water Company, a Delaware corporation ("Borrower"), and Mellon Bank,
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N.A., a national association ("Bank"). Pursuant to Section 6.02(h) of the
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Credit Agreement, Borrower has asked that Bank consent to an advance by Borrower
to the City of Sunland Park, New Mexico ("Sunland Park") in an amount not to
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exceed One Million Eight Hundred Thousand Dollars ($1,800,000). Bank hereby
consents to such advance, provided, however (a) no Event of Default has occurred
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and is continuing, (b)such advance shall not exceed One Million Eight Hundred
Thousand Dollars ($1,800,000), (c) Sunland Park shall enter into a management
agreement with ECO Resources, Inc., a subsidiary of Borrower, (the "ECO -
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Sunland Park Agreement") and (d) Borrower agrees to immediately notify Bank of
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any payment defaults by Sunland Park under the ECO - Sunland Park Agreement.
The foregoing consent is not a continuing consent, and Bank does not
hereby amend the various terms and provisions of the Credit Agreement and shall
be free to exercise any and all of its various rights and remedies under the
Credit Agreement upon the conditions set forth therein.
Southwest Water Company
September 18, 1998
Page 2 of 2
Please indicate your agreement with the foregoing by signing in the
space provided below.
Very Truly Yours,
MELLON BANK, N.A
A NATIONAL ASSOCIATION.
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President
ACKNOWLEDGED AND AGREED:
SOUTHWEST WATER COMPANY,
A DELAWARE CORPORATION
/s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
/s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Corporate Controller
