0001047469-05-008489 Sample Contracts

WUC SHAREHOLDER AGREEMENT
Shareholder Agreement • March 31st, 2005 • Southwest Water Co • Water supply • Texas

THIS WUC SHAREHOLDER AGREEMENT (this "Agreement") is made as of October 1, 2000 among Southwest Water Company, a Delaware corporation ("SWC"), SW Utility Company, a Texas corporation ("SWUC"), RTNT, Inc., a Texas corporation ("RTNT"), Thom W. Farrell ("Farrell") and Windermere Utility Co., Inc., a Texas corporation (the "Company"). SWUC and RTNT are collectively referred to herein as the "Shareholders."

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of December 15, 2004, is entered into by and between SOUTHWEST WATER COMPANY, a Delaware corporation (the "Borrower"), and UNION BANK OF CALIFORNIA, N.A., a national banking association (the "Bank"), with reference to the following facts:

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California

This Amendment No. 1 (the "Amendment") dated as of October 14, 2004 is between Bank of America, N.A. (the "Bank") and Southwest Water Company, a Delaware corporation (the "Borrower").

BOND PURCHASE AGREEMENT
Bond Purchase Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California
BOND PURCHASE AGREEMENT
Bond Purchase Agreement • March 31st, 2005 • Southwest Water Co • Water supply • New Mexico
WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California

THIS WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Waiver and Amendment"), dated as of September 29, 2004, is entered into by and between SOUTHWEST WATER COMPANY, a Delaware corporation (the "Borrower"), and UNION BANK OF CALIFORNIA, N.A., a national banking association (the "Bank"), with reference to the following facts:

CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California

This Consulting Agreement ("Consulting Agreement") between James C. Wisener ("Consultant") and Southwest Water Company ("Company") is entered into effective as of December 24, 2004 ("Effective Date"). Company and Consultant are each a Party and collectively are the "Parties".

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply

This Amendment No. 2 to Amended and Restated Credit Agreement (the "Amendment") dated as of November 9, 2004 is between Bank of America, N.A. (the "Bank") and Southwest Water Company, a Delaware corporation (the "Borrower").

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply

This Amendment No. 3 to Amended and Restated Credit Agreement (the "Amendment") dated as of December 10, 2004 is between Bank of America, N.A. (the "Bank") and Southwest Water Company, a Delaware corporation (the "Borrower").

SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 31st, 2005 • Southwest Water Co • Water supply • Georgia

This SHAREHOLDERS AGREEMENT, dated as of August 31, 2001 (this "Agreement"), by and among OPERATIONS TECHNOLOGIES, INC., a corporation organized under the laws of the State of Georgia (formerly known as OPT Acquisition Subsidiary, Inc., a corporation organized under the laws of the State of Georgia) (the "Company"), SOUTHWEST WATER COMPANY, a corporation organized under the laws of the State of Delaware ("Southwest"), and ROBERT W. MONETTE, an individual resident of the State of Georgia ("Monette").

WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Southwest Water Co • Water supply • California

THIS WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Waiver and Amendment"), dated as of November 8, 2004, is entered into by and between SOUTHWEST WATER COMPANY, a Delaware corporation (the "Borrower"), and UNION BANK OF CALIFORNIA, N.A., a national banking association (the "Bank"), with reference to the following facts:

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