exv4w32



 






EXHIBIT 4.32




EIGHTH AMENDMENT TO CREDIT AGREEMENT




THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT is made as of this 1st day of December, 2006, by and among AQUA
PENNSYLVANIA, INC., a Pennsylvania corporation (formerly known as Pennsylvania Suburban Water Company, successor by
merger to Philadelphia Suburban Water Company) (“Borrower”), the several banks which are parties to this Agreement
(each a “Bank” and collectively, “Banks”) and PNC BANK, NATIONAL ASSOCIATION in its capacity as agent for Banks (in
such capacity, “Agent”).



BACKGROUND




A. Borrower, Agent and Banks are parties to a Credit Agreement, dated as of December 22, 1999, as amended by a
First Amendment to Credit Agreement dated as of November 28, 2000, a Second Amendment to Credit Agreement dated as of
December 18, 2001, a Third Amendment to Credit Agreement dated as of December 16, 2002, a Fourth Amendment dated as of
December 24, 2002, a Fifth Amendment to Credit Agreement dated as of December 14, 2003, a Sixth Amendment to Credit
Agreement dated as of December 12, 2004 and a Seventh Amendment to Credit Agreement dated as of December 6, 2005 (as so
amended, the “Credit Agreement”), pursuant to which Banks agreed to make revolving credit loans to Borrower in an
aggregate outstanding amount of up to $70,000,000 (the “Loans”). The Loans are evidenced by Borrower’s Revolving
Credit Notes in the aggregate principal face amount of $70,000,000.



B. Borrower, Agent and Banks desire to extend the Termination Date of the facility, all on the terms and subject
to the conditions herein set forth.



NOW THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:



AGREEMENT




1. Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to
such terms in the Credit Agreement.



2. Amendments to Credit Agreement. Effective on December 8, 2006 (the “Effective Date”) the Credit
Agreement is hereby amended as follows:



(a) The definition of Termination Date in Section 1.1 is hereby amended and restated to read in full as follows:



“ “Termination Date”: the earlier of (a) December 6, 2007 or any later
date to which the Termination Date shall have been extended pursuant to subsection
2.8(d) hereof and (b) the date the Commitments are terminated as provided herein.”


 


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3. Loan Documents. Except where the context clearly requires otherwise, all references to the Credit
Agreement in any of the Loan Documents or any other document delivered to Banks or Agent in connection therewith shall
be to the Credit Agreement as amended by this Agreement.



4. Borrower’s Ratification. Borrower agrees that it has no defenses or set-offs against Banks or Agent or
their respective officers, directors, employees, agents or attorneys, with respect to the Loan Documents, all of which
are in full force and effect, and that all of the terms and conditions of the Loan Documents not inconsistent herewith
shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms.
Borrower hereby ratifies and confirms its obligations under the Loan Documents as amended hereby and agrees that the
execution and delivery of this Agreement does not in any way diminish or invalidate any of its obligations thereunder.



5. Representations and Warranties. Borrower hereby represents and warrants to Agent and Banks that:



(a) Except as otherwise previously disclosed to Agent and Banks, the representations and warranties made in the
Credit Agreement, as amended by this Agreement, are true and correct as of the date hereof;



(b) No Default or Event of Default under the Credit Agreement exists on the date hereof; and



(c) This Agreement has been duly authorized, executed and delivered so as to constitute the legal, valid and
binding obligations of Borrower, enforceable in accordance with its terms.



All of the above representations and warranties shall survive the making of this Agreement.



6. Conditions Precedent. The effectiveness of the amendments set forth herein is subject to the
fulfillment, to the satisfaction of Agent and its counsel, of the following conditions precedent on or before the
Effective Date:



(a) Borrower shall have delivered to Agent, with copies or counterparts for each Bank as appropriate, the
following, all of which shall be in form and substance satisfactory to Agent and shall be duly completed and executed:




	 	(i)	 	This Agreement;






	 	(ii)	 	Copies, certified by the Secretary or an Assistant
Secretary of Borrower as of a recent date, of resolutions of the board of directors of
Borrower in effect on the date hereof authorizing the execution, delivery and
performance of this Agreement and the other documents and transactions contemplated
hereby;



 


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	 	(iii)	 	Copies, certified by its corporate secretary as of a
recent date, of the articles of incorporation, certificate of formation, and by-laws of
Borrower as in effect, or a certificate stating that there have been no changes to any
such documents since the most recent date, true and correct copies thereof were
delivered to Agent; and






	 	(iv)	 	Such additional documents, certificates and information as
Agent or Banks may require pursuant to the terms hereof or otherwise reasonably
request.





(b) The representations and warranties set forth in the Credit Agreement shall be true and correct on and as of
the date hereof.



(c) No Default or Event of Default shall have occurred and be continuing as of the date hereof.



(d) Borrower shall have paid to Agent for the benefit of Banks an extension fee of $84,000 to be distributed pro
rata to Banks.



7. Miscellaneous.



(a) All terms, conditions, provisions and covenants in the Loan Documents and all other documents delivered to
Agent and Banks in connection therewith shall remain unaltered and in full force and effect except as modified or
amended hereby. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent
with any term or provision in any Loan Document or any other document executed in connection therewith, the terms and
provisions hereof shall control.



(b) The execution, delivery and effectiveness of this Agreement shall neither operate as a waiver of any right,
power or remedy of Agent or Banks under any of the Loan Documents nor constitute a waiver of any Default or Event of
Default or default thereunder.



(c) In consideration of Agent’s and Banks’ agreement to amend the existing credit facility, Borrower hereby waives
and releases Agent and Banks and their respective officers, attorneys, agents and employees from any liability, suit,
damage, claim, loss or expense of any kind or failure whatsoever and howsoever arising that it ever had up until, or
has as of, the date of this Agreement.



(d) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous understandings and agreements.



(e) In the event any provisions of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.



(f) This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.


 


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(g) This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective
successors and assigns and may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.



(h) The headings used in this Agreement are for convenience of reference only, do not form a part of this
Agreement and shall not affect in any way the meaning or interpretation of this Agreement.



IN WITNESS WHEREOF, Borrower, Agent and Banks have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.




AQUA PENNSYLVANIA, INC.




By: Kathy L. Pape                                                     

Title: Vice President and Treasurer





PNC BANK, NATIONAL ASSOCIATION, as a Bank and as Agent




By: Forrest B. Patterson, Jr.                                      

Title: Senior Vice President





CITIZENS BANK OF PENNSYLVANIA




By: Leslie Broderick                                                 

Title: Senior Vice President





BANK OF AMERICA, N.A. (formerly Fleet National Bank)




By: Katherine Osele                                                  

Title: Assistant Vice President





NATIONAL CITY BANK




By:  David Dobstaff                                                  

Title: Senior Vice President




 


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