WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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Exhibit 10.19C

WAIVER AND SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

        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:

RECITALS

        A.    The Borrower and the Bank are parties to the Amended and Restated Credit Agreement, dated as of July 7, 2004, as amended by the Waiver and First Amendment to Amended and Restated Credit Agreement, dated as of September 29, 2004 (collectively, the "Credit Agreement"), pursuant to which the Bank provided the Borrower with revolving loan, term loan, and standby letter of credit facilities.

        B.    The Borrower currently is in default under Section 7.01(c) of the Credit Agreement due to the Borrower's breach of the maximum Debt covenant set forth in clauses (ii) and (iv) of Section 6.02(e) of the Credit Agreement as a result of: (a) the aggregate outstanding principal balance of secured indebtedness of Tecon exceeding $14,674,649.36 following the closing of the Tecon Acquisition and consisting of secured term loans and not bond indebtedness, as provided in the Credit Agreement; (b) the Borrower's assumption or incurrence of $800,000 of Debt in connection with a Permitted Acquisition completed in the fiscal quarter of the Borrower ended September 30, 2004; and (c) the Borrower's reclassification of $170,000 of economic development bond obligations as Debt (such defaults hereinafter are referred to collectively as the "Existing Events of Default").

        C.    The Borrower has requested that the Bank waive the Existing Events of Default and make certain modifications to the Credit Agreement to facilitate the Borrower's future compliance with the Credit Agreement.

        D.    The Bank is willing to grant such accommodations to the Borrower as set forth below.

        NOW, THEREFORE, the parties hereby agree as follows:

        1.     Defined Terms.     Any and all initially-capitalized terms used in this Waiver and Amendment (including, without limitation, in the recitals hereto) without definition shall have the respective meanings assigned thereto in the Credit Agreement.

        2.     Waiver of Existing Events of Default.     The Bank hereby waives the Existing Events of Default. Such waiver by the Bank shall constitute a one-time waiver of only the Existing Events of Default and shall not constitute a waiver of any breach of clause (ii) or (iv) of Section 6.02(e) of the Credit Agreement on any other occasion.

        3.     Amendments to Debt Negative Covenant.     

        A.     Amendment to Tecon Secured Bond Indebtedness Covenant.      Section 6.02(e) of the Credit Agreement