EXHIBIT 10.14G
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (the "Agreement"), dated as of
September 30, 2002, is entered into between MELLON 1ST BUSINESS BANK, a
California corporation ("Bank"), and SUBURBAN WATER SYSTEMS, a California
corporation ("Borrower").
RECITALS
A. Borrower and Bank have previously entered into that certain Credit
Agreement dated as of December 23, 1997, as amended by that certain First
Amendment to Credit Agreement dated as of September 1, 1998, that certain Second
Amendment to Credit Agreement dated as of July 19, 2000, that certain Fourth
Amendment to Credit Agreement dated as of September 29, 2000, that certain Fifth
Amendment to Credit Agreement dated as of March 9, 2001, and that certain Sixth
Amendment to Credit Agreement dated as of July 13, 2001 (collectively, the
"Credit Agreement"), pursuant to which Bank has made certain loans and financial
accommodations available to Borrower. Terms used herein without definition shall
have the meanings ascribed to them in the Credit Agreement.
B. Bank and Borrower amend the Credit Agreement under the terms and
conditions set forth in this Amendment. Borrower is entering into this Amendment
the understanding and agreement that, except as specifically provided herein,
none of Bank's rights or remedies as set forth in the Credit Agreement is being
waived or modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendments to Credit Agreement.
(a) The definition of "Maturity Date" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
"'Maturity Date': March 31, 2004."
2. Effectiveness of this Amendment. Bank must have received the
following items, in form and content acceptable to Bank, before this Amendment
is effective and before Bank is required to extend any credit to Borrower as
provided for by this Amendment.
(a) Amendment. This Amendment fully executed in a sufficient
number of counterparts for distribution to Bank and Borrower.
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(b) Authorizations. Evidence that the execution, delivery and
performance by Borrower and each guarantor or subordinating creditor of this
Amendment and any instrument or agreement required under this Amendment have
been duly authorized.
(c) Representations and Warranties. The representations and
warranties contained in each Loan Document (other than any such representations
or warranties that, by their terms are specifically made as of a date other than
the date hereof) are correct on and as of the date hereof as though made on and
as of the date hereof.
(d) Other Required Documentation. All other documents and legal
matters in connection with the transactions contemplated by this Amendment shall
have been delivered or executed or recorded and shall be in form and substance
satisfactory to Bank.
3. Representations and Warranties. The Borrower represents and warrants
as follows:
(a) Authority. The Borrower has the requisite corporate power
and authority to execute and deliver this Amendment and to perform its
obligations hereunder and under the Loan Documents (as amended or modified
hereby) to which it is a party. The execution, delivery and performance by the
Borrower of this Amendment and the performance by Borrower of each Loan Document
(as amended or modified hereby) to which it is a party have been duly approved
by all necessary corporate action of Borrower and no other corporate proceedings
on the part of Borrower are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and
delivered by the Borrower. The Amendment and each Loan Document (as amended or
modified hereby) is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, and is in full force
and effect.
(c) Representations and Warranties. The representations and
warranties contained in each Loan Document (other than any such representations
or warranties that, by their terms, and specifically made as of a date other
than the date hereof) are correct on and as of the date hereof as though made on
and as of the date hereof.
(d) No Default. No event has occurred and is continuing that
constitutes an Event of Default.
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4. Choice of Law. The validity of this Amendment, its construction,
interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the internal
laws of the state of California governing contracts only to be performed in that
State.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment or such Consent.
6. Due Execution. The execution, delivery and performance of this
Amendment are within the power of Borrower, have been duly authorized by all
necessary corporate action, have received all necessary governmental approval,
if any, and do not contravene any law or any contractual restrictions binding on
Borrower.
7. Reference to and Effect on the Loan Documents.
(a) Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified and amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
Bank.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of Bank under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.
(d) To the extent that any terms and conditions in any of he
loan Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this amendment, such terms and
conditions are hereby deemed modified or amended accordingly to reflect the
terms and conditions of the Credit Agreement as modified or amended hereby.
8. Ratification. Borrower hereby restates, ratifies and reaafirms each
and every term and condition set forth in the Credit Agreement, as amended
hereby, and the Loan Documents effective as of the date hereof.
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9. Estoppel. To induce Bank to enter into this Amendment and to
continue to make advances to borrower under the Credit Agreement, Borrower
hereby acknowledges and agrees that, after giving effect to this Amendment, as
of the date hereof, there exists no Event of Default and no right of offset,
defense, counterclaim or objection in favor of Borrower as against Bank with
respect to the Obligations.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first above written.
"BANK" "BORROWER"
MELLON 1ST BUSINESS BANK, SUBURBAN WATER SYSTEMS,
A California Corporation a Delaware Corporation
By: /s/ JOHN CARLSON By: /s/ DANIEL N. EVANS
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Name: John Carlson Name: Daniel N. Evans
Title: Vice President Title: VP Finance and CFO
By: /s/ F. D. HARE By: /s/ PETER J. MOERBEEK
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Name: F. D. Hare Name: Peter J. Moerbeek
Title: EVP and CEO Title: Secretary
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ACKNOWLEDGEMENT
Dated as of September 30, 2002
The undersigned and SOUTHWEST WATER COMPANY, A Delaware corporation
("Southwest"), in consideration of the continued extension of credit to SUBURBAN
WATER SYSTEMS, a California corporation by MELLON 1ST BUSINESS BANK, a
California Corporation ("Mellon"), hereby acknowledges and agrees to the
foregoing Seventh Amendment to Credit Agreement (the "Amendment") and hereby
confirms and agrees that this Guarantee dated December 23, 1997 in favor of
Mellon is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that, upon the effectiveness, of,
and on and after the date of the Amendment, each reference in the Guarantee to
the Credit Agreement (as defined in the Amendment), "thereunder", "thereof" or
words of like import referring to the "Credit Agreement", shall mean and be a
reference to the Credit Agreement as amended or modified by the Amendment.
Although Mellon has informed Southwest of the matters set forth above, and
Southwest has acknowledged the same, Southwest understands and agrees that
Mellon has no duty under the Credit Agreement, Guarantee or any other agreement
with Southwest to so notify Southwest or to seek such an acknowledgement, and
nothing contained herein is intended to or shall create such a duty as to any
advances or transaction hereafter.
SOUTHWEST WATER COMPANY,
a Delaware Corporation
By: /s/ THOMAS C. TEKULVE
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Name: Thomas C. Tekulve
Title: Vice President - Finance
By: /s/ RICHARD J. SHEILDS
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Name: Richard J. Shields
Title: Chief Financial Officer
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