Distribution Facilities

EX-10.25 3 a97331exv10w25.txt EXHIBIT 10.25 EXHIBIT 10.25 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this "Amendment"), dated as of December 31, 2003, is entered into with reference to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Credit Agreement. Section references herein are to sections of the Credit Agreement unless otherwise indicated. Borrower and the Administrative Agent, acting with the consent of the Requisite Lenders, hereby agree as follows: 1. Section 6.15 - Operating Leases. Section 6.15 is hereby amended to read as follows: 6.15 Operating Leases. Incur any obligation to pay rent under an operating lease in any Fiscal Year if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent under all operating leases in that Fiscal Year to exceed $3,000,000. 2. Effectiveness. This Amendment shall become effective on such date as the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent (the "Amendment No. 1 Effective Date"): (a) duly executed counterparts of this Amendment executed by the parties hereto; (b) written consent of the Requisite Lenders as required under Section 11.2 of the Credit Agreement in the form of Exhibit A to this Amendment; and (c) such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or any Lender may reasonably request. 3. Representations and Warranties. Except (i) for representations and warranties which expressly speak as of particular date or are no longer true and correct as a result of a change permitted by the Credit Agreement or the other Loan Documents or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, Borrower hereby represents and warrants that each representation and warranty made by Borrower in Article 4 of the Credit Agreement (other than Sections 4.4, 4.6 (first sentence), 4.9 and 4.16) are true and correct as of the date hereof as though such representations and warranties were made on and as of the date hereof. Without in any way limiting the foregoing, Borrower represents and warrants to the Administrative Agent and the Lenders that no Default or Event of Default -1- has occurred and remains continuing or will result from the amendments or transactions set forth herein or contemplated hereby. 4. Confirmation. In all respects, the terms of the Credit Agreement and the other Loan Documents, in each case as amended hereby or by the documents referenced herein, are hereby confirmed. [THIS SPACE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES TO FOLLOW] -2- IN WITNESS WHEREOF, Borrower and the Administrative Agent, acting with the consent of the Requisite Lenders, have executed this Agreement as of the date first set forth above by their duly authorized representatives. AMERICAN STATES WATER COMPANY, a California corporation By: /s/ McClellan Harris -------------------------------------------- Name: McClellan Harris III Title: Sr. Vice President, Chief Financial Officer, Treasurer & Corporate Secretary S-1 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ ANTHONY D. TURNER -------------------------------------------- Name: ANTHONY D. TURNER Title: VICE PRESIDENT S-2 Exhibit A CONSENT OF LENDER Reference is hereby made to that certain Credit Agreement dated as of June 6, 2002 (as amended, the "Credit Agreement") among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the draft dated February 13, 2004 presented to the undersigned Lender. Date: February 19, 2004 Comerica West Incorporated -------------------------- [Name of Institution] By: /s/ Elise Walker ---------------------------------------- Elise Walker ---------------------------------------- [Printed Name and Title] Exhibit-A Exhibit A CONSENT OF LENDER Reference is hereby made to that certain Credit Agreement dated as of June 6, 2002 (as amended, the "Credit Agreement") among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the draft dated February 13, 2004 presented to the undersigned Lender. Date: February 18, 2004 CoBank, ACB -------------------------------------------- [Name of Institution] By: /s/ Teresa L. Fountain ---------------------------------------- Teresa L. Fountain, Assistant Corporate Secretary ------------------------------------------------- [Printed Name and Title] Exhibit-A Exhibit A CONSENT OF LENDER Reference is hereby made to that certain Credit Agreement dated as of June 6, 2002 (as amended, the "Credit Agreement") among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger, Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the draft dated February 13, 2004 presented to the undersigned Lender. Date: February __, 2004 UNION BANK OF CALIFORNIA, N.A. ------------------------------------ [Name of Institution] By: /s/ Susan K. Johnson -------------------------------- Susan K. Johnson Vice President -------------------------------- [Printed Name and Title] Exhibit-A Exhibit A CONSENT OF LENDER Reference is hereby made to that certain Credit Agreement dated as of June 6, 2002 (as amended, the "Credit Agreement") among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the draft dated February 13, 2004 presented to the undersigned Lender. Date: February 25, 2004 /s/ ANTHONY D. TURNER ------------------------------------------ Wells Fargo Bank By: /s/ ANTHONY D. TURNER -------------------------------------- VICE PRESIDENT -------------------------------------- Anthony D. Turner Vice President Exhibit-A Exhibit A CONSENT OF LENDER Reference is hereby made to that certain Credit Agreement dated as of June 6, 2002 (as amended, the "Credit Agreement") among American States Water Company, a California corporation ("Borrower"), each lender from time to time a party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. The undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the draft dated February 13, 2004 presented to the undersigned Lender. Date: February 25, 2004 Northern Trust Bank -------------------------------------------- [Name of Institution] By: /s/ WILLIAM CLAYBAUGH ----------------------------------------- William Claybaugh ----------------------------------------- Vice President Exhibit-A CONSENT OF LENDERS Reference is made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation, as Borrower ("Borrower"), each of the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise noted. Each of the undersigned hereby (a) consents to the issuance by Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No. NZS430126 substantially in the form attached here as Exhibit A (the "Letter of Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the Credit Agreement, and (iii) will have an initial Stated Expiration Date of March 31, 2005, which date shall be greater than 365 days following the issuance of the Letter of Credit. Dated as of this 19 day of February, 2004. WELLS FARGO BANK, COBANK, ACB NATIONAL ASSOCIATION By: _______________________________ By:______________________________________ Name: Name: Title: Title: UNION BANK OF CALIFORNIA, N.A. COMERICA WEST INCORPORATED By:______________________________________ By: /s/ Elise Walker Name: _______________________________ Title: Name: Elise Walker Title: Vice President NORTHERN TRUST BANK OF CALIFORNIA, N.A. By:______________________________________ Name Title -1- CONSENT OF LENDERS Reference is made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation, as Borrower ("Borrower"), each of the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise noted. Each of the undersigned hereby (a) consents to the issuance by Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No. NZS430126 substantially in the form attached here as Exhibit A (the "Letter of Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the Credit Agreement, and (iii) will have an initial Stated Expiration Date of March 31, 2005, which date shall be greater than 365 days following the issuance of the Letter of Credit. Dated as of this ____ day of February, 2004. WELLS FARGO BANK, COBANK, ACB NATIONAL ASSOCIATION By: /s/ Teresa L. Fountain ________________________________ By:______________________________________ Name: Teresa L. Fountain Name: TITLE: Asst Corporate Secretary Title: UNION BANK OF CALIFORNIA, N.A. COMERICA WEST INCORPORATED By:______________________________________ By: _______________________________ Name: Name: Title: Title: NORTHERN TRUST BANK OF CALIFORNIA, N.A. By:______________________________________ Name: Title: -1- CONSENT OF LENDERS Reference is made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation, as Borrower ("Borrower"), each of the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise noted. Each of the undersigned hereby (a) consents to the issuance by Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No. NZS430126 substantially in the form attached here as Exhibit A (the "Letter of Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the Credit Agreement, and (iii) will have an initial Stated Expiration Date of March 31, 2005, which date shall be greater than 365 days following the issuance of the Letter of Credit. Dated as of this 25 day of February, 2004. WELLS FARGO BANK, COBANK, ACB NATIONAL ASSOCIATION By: /s/ ANTHONY D. TURNER By:___________________________ ______________________________ Name: Name: ANTHONY D. TURNER Title: Title: VICE PRESIDENT UNION BANK OF CALIFORNIA, N.A. COMERICA WEST INCORPORATED By:______________________________ By:____________________________ Name: Name: Title: Title: NORTHERN TRUST BANK OF CALIFORNIA, N.A. By:______________________________ Name: Title: -1- CONSENT OF LENDERS Reference is made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation, as Borrower ("Borrower"), each of the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise noted. Each of the undersigned hereby (a) consents to the issuance by Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No. NZS430126 substantially in the form attached here as Exhibit A (the "Letter of Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the Credit Agreement, and (iii) will have an initial Stated Expiration Date of March 31, 2005, which date shall be greater than 365 days following the issuance of the Letter of Credit. Dated as of this _____ day of February, 2004. WELLS FARGO BANK, COBANK, ACB NATIONAL ASSOCIATION By:______________________________ By:______________________________ Name: Name: Title: Title: UNION BANK-OF CALIFORNIA, N.A. COMERICA WEST INCORPORATED By: /s/ Susan K. Johnson By:______________________________ ______________________________ Name: Name: Susan K. Johnson Title: Title: Vice President NORTHERN TRUST BANK OF CALIFORNIA, N.A. By:______________________________ Name: Title: -1- CONSENT OF LENDERS Reference is made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") dated as of June 6, 2002 among American States Water Company, a California corporation, as Borrower ("Borrower"), each of the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, "Administrative Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise noted. Each of the undersigned hereby (a) consents to the issuance by Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No. NZS430126 substantially in the form attached here as Exhibit A (the "Letter of Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the Credit Agreement, and (iii) will have an initial Stated Expiration Date of March 31, 2005, which date shall be greater than 365 days following the issuance of the Letter of Credit. Dated as office of this 25 day of February, 2004. WELLS FARGO BANK, COBANK, ACB NATIONAL ASSOCIATION By: By: ------------------------------- ------------------------------ Name: Name: Title: Title: UNION BANK-OF CALIFORNIA, N.A. COMERICA WEST INCORPORATED By: By: ------------------------------- ------------------------------ Name: Name: Title: Title: NORTHERN TRUST BANK OF CALIFORNIA, N.A. By: /s/ WILLIAM CLAYBAUGH ------------------------------- Name: William Claybaugh Title: Vice President -1-