Exhibit 10.17.4
AMENDMENT NO. 4
TO AMENDED AND RESTATED CREDIT
AGREEMENT
THIS AMENDMENT NO. 4 TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Amendment”) is entered
into as of July 9, 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.
Pursuant to Amendment No. 3 to
Amended and Restated Credit Agreement dated as of June 17,
2009 (“Amendment No. 3”), between the Borrower and
the Administrative Agent (with the consent of the Required
Lenders), Borrower was required to deliver the financial statements
required under Sections 6.01(a) and 6.02(a) of the Credit
Agreement with respect to the fiscal year ended December 31,
2008, on or prior to the July 1, 2009. The
Borrower has delivered such financial statements (other than the
unqualified report and opinion of its public accountant) after the
July 1, 2009 deadline and has not yet delivered the
unqualified report and opinion of its public accountant required
pursuant to Section 6.01(a) of the Credit Agreement (the
“Existing Defaults”).
B.
Borrower has requested that the
Lenders waive the Existing Defaults and extend the time by which
the unqualified report and opinion of its public accountant
required pursuant to Section 6.01(a) of the Credit
Agreement with respect to the financial statements for the fiscal
year ended December 31, 2008 (the “2008 Unqualified
Opinion”), must be delivered to one Business Day after the
effective date of this Amendment.
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 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 to
Amended and Restated Credit Agreement dated as of May 28,
2009, between the Borrower and the Administrative Agent;
and
1
