Exhibit 10.17.3
AMENDMENT NO. 3
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Amendment”) is entered
into as of June 17, 2009, between SouthWest Water Company, a
Delaware corporation (“Borrower”), and Bank of America,
N.A., as Administrative Agent, with reference to the Amended and
Restated Credit Agreement dated as of February 15, 2008 (as
amended, the “Credit Agreement”), among Borrower, the
Lenders described therein, and the Administrative Agent.
Capitalized terms not otherwise defined herein are used with the
meanings set forth for those terms in the Credit
Agreement.
The parties hereto enter into this
Amendment with reference to the following facts:
A.
The Borrower (i) has failed to
deliver the required financial statements with respect to the
fiscal year ended December 31, 2008, on or prior to the
June 10, 2009 deadline set forth in Amendment No. 2 to
Amended and Restated Credit Agreement dated as of May 28, 2009
(“Amendment No. 2”), between the Borrower and the
Administrative Agent (with the consent of the Required Lenders),
and (ii) has informed the Administrative Agent and the Lenders
that it will not be able to deliver the required financial
statements with respect to the fiscal quarters ended
September 30, 2008 and March 31, 2009, on or prior to the
July 13, 2009 deadline set forth in Amendment No. 2
(collectively the “Existing and Anticipated
Defaults”).
B.
Borrower has requested that the
Lenders (i) waive the Existing and Anticipated Defaults,
(ii) extend the time by which the required financial
statements with respect to the fiscal year ended December 31,
2008 must be delivered to July 1, 2009, and (iii) extend
the time by which the required financial statements with respect to
the fiscal quarters ended September 30, 2008 and
March 31, 2009 must be delivered to August 3,
2009.
C.
The Administrative Agent, acting
with the consent of the Required Lenders pursuant to
Section 10.01 of the Credit Agreement, has agreed to waive the
Existing and Anticipated Defaults and to otherwise amend the Credit
Agreement and the other Loan Documents on the terms set forth in
this Amendment.
NOW, THEREFORE, Borrower and
Administrative Agent, acting with the consent of the Required
Lenders pursuant to Section 10.01 of the Credit Agreement,
agree as follows:
1.
Representations and
Warranties . Borrower
represents and warrants to Administrative Agent and the Lenders
that:
(a)
after giving effect to this Amendment, no Default or Event of
Default has occurred and remains continuing;
(b)
after giving effect to this Amendment, except for representations
or warranties which are inaccurate as a direct result of the
correction and restatement of the Subject Financial Statements, and
except as set forth in the Schedules to the Credit Agreement, each
of the representations and warranties set forth in Article V
of the Credit Agreement are true and correct as of the date of this
Agreement (other than those representations which relate solely to
a prior date, each of which was true as of that date)
provided that Schedules 5.06 and 5.09 are updated in the
manner attached to Amendment No. 2; and
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