exv10w9w2






CONSENT AND AGREEMENT OF GUARANTORS AND PLEDGORS




     With respect to the Third Modification Agreement, dated April 20, 2007 (“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. Accordingly, the Guarantor Documents and the Pledgor Documents are
modified to increase the principal amount of indebtedness of Borrower to Lender from
$56,000,000.00 to $80,000,000.00.




          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:

 	 
	 	
 	 
	 	WILLIAM S.  LEVINE
 	 
	 	 	 
	 
	 	LEVINE INVESTMENTS LIMITED

PARTNERSHIP, an Arizona limited

partnership

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

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




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EXHIBIT B




Compliance Certificate






     Global Water Resources LLC, a
Delaware limited liability company, Global Water
Management LLC, an Arizona limited liability company, and Global Water, Inc., a
Delaware Corporation, individually and collectively the “Borrower” to that certain
Credit Agreement dated December 9, 2005, (herein together with all amendments and
modifications, if any, called the “Agreement”), by and between the Borrower and
Guarantor named therein and Wells Fargo Bank, National Association, hereby certifies
that Borrower has prepared the Compliance Certificate in accordance with the terms of
the Agreement for the reporting period ending:



 



Minimum Net Worth not less than $10,000,000

(Section 4.9 (a))




Net Worth not at any time less than $10,000,000, with “Net
Worth” defined as total members’ equity.




	 	 	 	 	 	 	 	 	 
	At or above $10,000,000
	 	 	 	 	 	Compliance	 
	Measured
at each fiscal quarter end
	 	Actual	 	 	Yes/No	 
	 
	 	 	 	 	 	 	 	 
	Net Worth
	 	 	 	 	No
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 






Annualized Recurring EBITDA Coverage Required

(Section 4.9 (b))



Measured on a rolling four (4) quarter basis (last fiscal
quarter) with Rolling Four Quarter EBITDA Coverage of not less than 1.50:1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	At or above 1.50:1
	 	 	 	 	 	 	 	 	 	Compliance	 
	Measured
at each fiscal quarter end beginning June 30, 2007
	 	 	 	 	 	Actual	 	 	Yes/No	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Calculation of Eligible EBITDA
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Eligible EBITDA:
	 	 	 	 	 	 	 	 	 	 	 	 
	Santa Cruz Water Company, LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Palo Verde Utility Company, LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Pacer Equities
	 	 	 	 	 	 	 	 	 	 	 	 
	Global Water, Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	Hassayampa Utilities Co., Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	Global Water Management, LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Global Water Resources, LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Valencia Water Company, Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	Willow Valley Water Company
	 	 	 	 	 	 	 	 	 	 	 	 
	Water Util of North Scottsdale
	 	 	 	 	 	 	 	 	 	 	 	 
	Water Util of Greater Tonopah
	 	 	 	 	 	 	 	 	 	 	 	 
	Water Util of Greater Buckeye
	 	 	 	 	 	 	 	 	 	 	 	 
	Acquisitions:
	 	 	 	 	 	 	 	 	 	 	 	 
	CP Water Company
	 	 	 	 	 	 	 	 	 	 	 	 
	Divestitures:
	 	 	 	 	 	 	 	 	 	 	 	 
	Cave Creek Water Company
	 	 	 	 	 	 	 	 	 	 	 	 
	Rolling Four Quarter EBITDA
	 	$        — 	 	 	#DIV/0!	 	#DIV/0!
	 
	 	 	 	 	 	 	 	 	 	 	 
	Prior Period Current Portion of Long Term Debt
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Annualized Total Cash Interest Paid
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 




Financial Statements and Covenant Compliance Certificate




Borrower by its undersigned officer, hereby certifies that the
foregoing represents a true and accurate calculation of the financial
covenants, calculated in accordance with the Agreement. The undersigned
further certifies that the financial statements of Borrower for the
reporting period has been prepared in accordance to generally accepted
accounting practices consistently applied and fairly
sets forth the financial condition of Borrower as the date hereto and
the results of operations for the period then ending.



Note: These numbers are based on unaudited financials and are

subject to year-end adjustments which will impact EBITDA and liabilities.



Dated
this             day

of              , 200__.




	 	 	 	 	 	 	 	 	 	 	 
	Global Water Resources, LLC	 	 	 	Global Water, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	by:

	 	 	 	 	 	by:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	its:

	 	 	 	 	 	its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Global Water Management, LLC	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	by:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	its: