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CONSENT AND AGREEMENT OF GUARANTORS AND PLEDGORS



     With respect to the Second Modification Agreement, dated December 1, 2006
(“Agreement”), among GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company,
GLOBAL WATER MANAGEMENT, LLC, a Delaware limited liability company, and GLOBAL WATER, INC., (f/k/a
GLOBAL WATER RESOURCES, INC.), a Delaware corporation (collectively, “Borrower”), and
WELLS FARGO BANK. NATIONAL ASSOCIATION, a national banking association (“Bank”), WILLIAM S. LEVINE
and LEVINE INVESTMENTS LIMITED PARTNERSHIP, an Arizona limited partnership (collectively,
“Guarantors”) and TREVOR HILL, LEO COMMANDEUR, DANIEL CRACCHIOLO, ANDREW COHN, GRAHAM SYMMONDS and
CINDY LILES (collectively, “Pledgors”) agree for the benefit of Bank as follows:


          1. Guarantors acknowledge (i) receiving a copy of and reading the Agreement, (ii) the
accuracy of the Recitals in the Agreement, and (iii) the effectiveness of (A) those certain
Continuing Guaranties dated December 9, 2005 (collectively the “Guaranty”), by the undersigned
Guarantors for the benefit of Bank, as modified herein, and (B) any other agreements, documents,
or instruments securing or otherwise relating to the Guaranty, as modified herein. The Guaranty
and such other agreements, documents, and instruments, as modified herein, are referred to
individually and collectively as the “Guarantor Documents”. All capitalized terms used
herein and not otherwise defined shall have the meaning given to such terms in the Agreement.




          2. Pledgors acknowledge (i) receiving a copy of and reading the Agreement, (ii) the accuracy
of the Recitals in the Agreement, and (iii) the effectiveness of (A) those certain Collateral
Assignments of Member Interest dated December 9, 2005 (collectively the “Assignment”), by
the undersigned Pledgors for the benefit of Bank, as modified herein, and (B) any other
agreements, documents, or instruments relating to the Assignment, as modified herein. The
Assignment and such other agreements, documents, and instruments, as modified herein, are referred
to individually and collectively as the “Pledgor Documents”. All capitalized terms
used herein and not otherwise defined shall have the meaning given to such terms in the Agreement.



          3. Guarantors and Pledgors consent to the modification of the Loan Documents and all other
matters in the Agreement.



          4. Guarantors and Pledgors fully, finally, and forever release and discharge Bank and its
successors, assigns, directors, officers, employees, agents, and representatives from any and all
actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever
kind or nature, in law or equity, that Guarantor has or in the future may have, whether known or
unknown, (i) in respect of the Line of Credit, the Loan Documents, the Guarantor Documents, the
Pledgor Documents or the actions or omissions of Bank in respect of the Line of Credit, the Loan
Documents, the Guarantor Documents or the Pledgor Documents and (ii) arising from events occurring
prior to the date hereof.



          5. Guarantors and Pledgors agree that all references, if any, to the Note, the Credit
Agreement, and the other Loan Documents in the Guarantor Documents and the Pledgor





 









 







Documents shall be deemed to refer to such agreements, documents, and instruments as modified by
the Agreement.




          6. Guarantors reaffirm the Guarantor Documents and agree that the Guarantor Documents
continue in full force and effect and remain unchanged, except as specifically modified by this
Consent and Agreement of Guarantors and Pledgors. Any property or rights to or interests in
property granted as security in the Guarantor Documents shall remain as security for the Line of
Credit, the Guaranty and the obligations of Guarantors in the Guaranty.




          7. Pledgors reaffirms the Pledgor Documents and agrees that the Pledgor Documents continue in
full force and effect and remain unchanged, except as specifically modified by this Consent and
Agreement of Guarantors and Pledgors. Any property or rights to or interests in property granted
as security in the Pledgor Documents shall remain as security for the Line of Credit.




          8. Guarantors represent and warrant that the Loan Documents, as modified by the Agreement,
and the Guarantor Documents, as modified by this Consent and Agreement of Guarantors and Pledgors,
are the legal, valid, and binding obligations of Borrower and the Guarantors, respectively,
enforceable in accordance with their terms against Borrower and Guarantors, respectively.




          9. Pledgors represent and warrant that the Loan Documents, as modified by the Agreement, and
the Pledgor Documents, as modified by this Consent and Agreement of Guarantors and Pledgors, are
the legal, valid, and binding obligations of Borrower and the Pledgors, respectively, enforceable
in accordance with their terms against Borrower and Pledgors, respectively.




          10. Guarantors represent and warrant that Guarantors have no claims, counterclaims, defenses,
or off sets with respect to the enforcement against Guarantors of the Guarantor Documents.




          11. Pledgors represent and warrant that Pledgors have no claims, counterclaims, defenses, or
off sets with respect to the enforcement against Pledgors of the Pledgor Documents.




          12. Guarantors and Pledgors represent and warrant that there has been no material adverse
change in the financial condition of any Guarantor or Pledgor from the most recent financial
statement received by Bank.




          13. Guarantors and Pledgors agree that this Consent and Agreement of Guarantors and Pledgors
may be executed in one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document. Signature and acknowledgment pages may
be detached from the counterparts and attached to a single copy of this Consent and Agreement of
Guarantors and Pledgors to physically form one document.





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	 	GUARANTORS:

 	 
	 	/s/ WILLIAM S.  LEVINE
 	 
	 	WILLIAM S.  LEVINE
 	 
	 	 	 
	 
	 	LEVINE INVESTMENTS LIMITED

PARTNERSHIP, an Arizona limited

partnership

 	 
	 	By:  	/s/ William S. Levine
 	 
	 	 	Name:  	William S. Levine 	 
	 	 	Title:  	General Partner 	 
	 
	 	PLEDGORS:

 	 
	 	 	 
	 	Trevor Hill 	 
	 	 	 
	 
	 	 	 
	 	 	 
	 	Leo Commandeur 	 
	 	 	 
	 
	 	 	 
	 	 	 
	 	Daniel Cracchiolo 	 
	 	 	 
	 
	 	 	 
	 	/s/ Andrew Cohn 	 
	 	Andrew Cohn 	 
	 	 	 
	 
	 	 	 
	 	 	 
	 	Graham Symmonds 	 
	 	 	 
	 
	 	 	 
	 	 	 
	 	Cindy Liles 	 
	 	 	 
	 




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	 	GUARANTORS:

 	 
	 	
 	 
	 	WILLIAM S.  LEVINE
 	 
	 	 	 
	 
	 	LEVINE INVESTMENTS LIMITED

PARTNERSHIP, an Arizona limited

partnership

 	 
	 	By:  	
 	 
	 	 	Name:  	William S. Levine 	 
	 	 	Title:  	General Partner 	 
	 
	 	PLEDGORS:

 	 
	 	/s/ Trevor Hill
 	 
	 	Trevor Hill 	 
	 	 	 
	 
	 	 	 
	 	                         /s/ Leo Commandeur
 	 
	 	Leo Commandeur 	 
	 	 	 
	 
	 	 	 
	 	                         /s/ Daniel Cracchiolo
 	 
	 	Daniel Cracchiolo 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	Andrew Cohn 	 
	 	 	 
	 
	 	 	 
	 	                         /s/ Graham Symmonds
 	 
	 	Graham Symmonds 	 
	 	 	 
	 
	 	 	 
	 	                         /s/ Cindy Liles
 	 
	 	Cindy Liles 	 
	 	 	 
	 




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