exv10w8





Exhibit 10.8




INTERCREDITOR AGREEMENT




     THIS INTERCREDITOR AGREEMENT (“Agreement”) is made as of December 1. 2006 by and among WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national
banking association (“Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
trustee (in a corporate trust capacity, together with its successors, for the benefit of the
holders of the Bonds (as defined below), the “Trustee”), and GLOBAL WATER RESOURCES, LLC, a
Delaware limited liability company (“Borrower”).



RECITALS:




     A. Lender has provided and expects to continue to provide financing to Borrower
and certain of its corporate affiliates (collectively, “Borrower Corporate Affiliates”)
pursuant to an Amended and Restated Credit Agreement, dated as of December 9, 2005, as amended by that
certain First Modification Agreement, dated as of July 1, 2006, and that certain Second
Modification Agreement of even date herewith (as amended from time to time, “Credit Facility
Agreement”) currently available in a maximum aggregate principal amount of up to $56,000,000
(as such aggregate principal amount is increased or decreased from time to time, the “Credit
Facility Indebtedness”).



     B. The payment and performance obligations of the Borrower and the Borrower Corporate Affiliates under the Credit Facility Agreement are evidenced by that certain Second
Amended and Restated Revolving Line of Credit Note, dated as of July 1, 2006 (as amended
from time to time. “Credit Facility Note”) and are secured by, among other collateral and
security, certain stock pledge agreements, collateral assignments of member interests and
guarantees entered into by Borrower, Borrower Corporate Affiliates and certain related and
unrelated parties and individuals, all for the benefit of Lender pursuant to various
collateral and security documents (collectively, the “Credit Facility Security Documents’’).



     C. A portion of the collateral and security pledged and assigned to secure the Credit
Facility Indebtedness pursuant to the Credit Facility Security Documents constitutes certain
payment rights of Borrower to the net operating revenues of (i) Global Water-Palo Verde
Utility Company, an Arizona corporation (expected to be approved by the Arizona Corporation
Commission as successor in interest to Palo Verde Utilities Company, LLC, an Arizona limited
liability company, with such corporation and such limited liability company being referred to
herein individually and collectively as “Palo Verde”) and (ii) Global Water-Santa Cruz Water
Company, an Arizona corporation (expected to be approved by the Arizona Corporation
Commission as successor in interest to Santa Cruz Water Company. LLC. an Arizona limited
liability company, with such corporation and such limited liability company being referred to
herein individually and collectively as “Santa Cruz,” and together with Palo Verde, as the
“Borrower Operating Affiliates”).



     D. Borrower has requested the assistance of The Industrial Development Authority
of the County of Pima (“Issuer”) through the issuance of its Water and Wastewater Revenue
Bonds (Global Water Resources, LLC Projects) Series 2006 (“Bonds”) initially in an aggregate
principal amount of $36,495,000 pursuant to the terms of a Trust Indenture, dated as of



 









 




December 1, 2006 (as amended, “Trust Indenture”) between the Issuer and the Trustee who serves in
such capacity for the benefit of the holders from time to time of the
Bonds.



     E. Issuer has agreed to loan the proceeds from the sale of the Bonds (“Loan”) to
Borrower for certain prior and anticipated capita] expenditures pursuant to the terms of a
Loan Agreement, dated as of December 1, 2006 (as amended, “Loan Agreement”) among the Issuer.

the Trustee and the Borrower.



     F. It is proposed that the payment and performance by Borrower of its obligations
under the Loan Agreement will be secured by a pledge of the collateral described in the
Security Agreement, dated as of December 1, 2006 (“Bond Security Agreement” which together with the
Trust Indenture, the Loan Agreement and the other documents relating from time to time to the
Bonds as the same may be amended from time to time, the “Bond Documents”) between the
Borrower and the Trustee consisting of Borrower’s exclusive right to receive the Palo Verde
Receipts (as defined in the Loan Agreement) and the Santa Cruz Receipts (as defined in the
Loan Agreement) which payment rights to such collateral receipts are subject to the Credit
Facility Security Documents.



     G. Borrower has requested Lender’s consent to the pledge of the collateral and
security granted in the Bond Security Agreement which comprises a portion of the “trust
estate” granted to secure the Bonds pursuant to the Trust Indenture.



     H. Lender has agreed to consent to such pledge of Borrower’s exclusive right to
receive the Palo Verde Receipts and the Santa Cruz Receipts subject to the execution and delivery
and continuing effectiveness of this Agreement.



     I. The parties desire to enter into this Agreement to establish certain rights in and to
Borrower’s exclusive right to receive the Palo Verde Receipts and the Santa Cruz Receipts which
are collectively referred to herein as the “Shared Collateral” and certain related matters
concerning relative priority of payment and interests in and to the Shared Collateral
notwithstanding any contrary or conflicting provisions of the Credit Facility Documents and the
Bond Documents or any of the foregoing.



     THEREFORE, in consideration of the following mutual agreements and other valuable
consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally
bound, the Creditors, with the consent of the Borrower, agree as follows:



AGREEMENTS:




     1. Definitions.



     To the extent not defined in the Recitals to this Agreement, unless the context or use clearly
indicates another meaning or intent:



          1.1 “Borrower Affiliates” means, collectively, the Borrower Corporate
Affiliates and the Borrower Operating Affiliates.




          1.2 “Claims” means the Lender Claims and the Trustee Claims.





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          1.3 “Credit Facility Documents” means all present and future loan agreements, notes,
reimbursement agreements, security documents, guaranties or other documents or agreements in any
way evidencing or documenting the Credit Facility Indebtedness or any Lender Claims, as the same
may from time to time be amended, modified, renewed, extended or restated.




          1.4
“Creditors” means Lender and Trustee and each is a “Creditor. ”




          1.5 “Enforcement Action” means, with respect to any portion of the Shared Collateral:
possessing, repossessing, selling, converting or otherwise disposing of all or any part of such
collateral, or exercising notification or collection rights with respect to all or any portion
thereof, or exercising notification or collection rights with respect to such collateral pursuant
to any of the default remedies under any of such Credit Facility Documents or the Bond Documents,
the UCC or other applicable laws; or appropriating, setting off, or applying any part or all of
such collateral in the possession of, or coming into the possession of, such Creditor or its agent
or bailee, to such Creditor’s Claims.




          1.6 “Enforcement Period’ means, with respect to the claims of any Creditor Claim, any period
of time commencing upon the occurrence of any default with respect to such Creditor’s Claim that
permits such Creditor to take any of the Enforcement Actions, and continuing until either (a) the
final payment or satisfaction in full of such Creditor’s Claims, or (b) the Creditors agree in
writing to terminate such Enforcement Period.




          1.7 “Financing Documents’’ means, collectively, the Credit Facility Documents and the Bond
Documents.




          1.8 “Lender Claims” means all present and future claims of Lender against Borrower for the
payment of money, including all claims for principal and interest (including interest accruing
after the commencement of a bankruptcy proceeding by or against Borrower), or for reimbursement in
connection with amounts paid under letters of credit, or for reimbursement of fees, costs or
expenses, or otherwise, whether fixed or contingent, matured or unmatured, liquidated or
unliquidated, and whether arising under contract, in tort or otherwise.




          1.9 “Lender Collateral” means (i) the Shared Collateral; and (ii) any and all collateral and
security granted, pledged, assigned, delivered or dedicated by or on behalf of the Borrower to or
for the benefit of the Lender, and guaranties, including but not limited to the collateral and
security provided by way of the Credit Facility Security Documents.




          1.10 “Trustee Claims” means all present and future claims of Trustee against Borrower for the
payment of principal of and interest and any premium on the Bonds (including interest accruing
after the commencement of a bankruptcy proceeding by or against Borrower). or for reimbursement of
amounts paid or incurred by Trustee on account of such claims pursuant to the terms of the Bond
Documents.




          1.11
“Trustee Collateral” means (i) the Shared Collateral; and (ii) the Trust Estate.




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          1.12 “Trust Estate” means the trust estate established in the granting clauses of the Trust
Indenture.




          1.13 “UCC” means the Uniform Commercial Code in effect from time to time in Arizona.




     2. Security Interest Priorities. Notwithstanding (a) the date, manner or order of
perfection of the security interests and liens granted in favor of Creditors, (b) the provisions of
the UCC or any other applicable laws or decisions, (c) the provisions of any contract or Financing
Document in effect between either Creditor, on the one hand, and Borrower or any Borrower
Affiliate, on the other, and (d) whether either Creditor or any agent or bailee thereof holds
possession of any part or all of the Shared Collateral, the following, as among Creditors, will be
the relative priority of the perfected security interests and liens of Creditors in the Shared
Collateral:



          2.1
Lender and Trustee agree that such parties’ interests in and to the Shared Collateral are
pari passu and of equal priority.




          2.2 For so long as there is any Credit Facility Indebtedness outstanding or any commitment by
Lender to provide financing remains, the Trustee shall not deem or declare any future or
prospective event or circumstances to be an Event of Default with respect to Bonds or the Loan
(collectively “Prospective Default”), or demand or accelerate the Bonds or the Loan based on such
Prospective Default, or commence any action or proceeding against Borrower to recover all or any
part of the Bonds or the Loan on account of the Shared Collateral based on such Prospective
Default unless Lender shall consent to the Trustee’s declaration of a Prospective Default.
Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the Trustee
in declaring an Event of Default under the Bond Documents based on a current breach of the terms
of such Bond Documents subject to the Lender’s right to cure such Event of Default provided in
Section 4.1 below.




          2.3 Upon a default or event of default under the Financing Documents or any of them except as
set forth under subparagraph (iii) below, Lender and Trustee agree that neither shall exercise any
right, power or remedy with respect to the Shared Collateral without the prior written consent of
the other Creditor except that:





     (i) Trustee may exercise all rights and remedies available to it under the Bond
Documents (or any of them) not relating to the Shared Collateral without the prior written
consent of Lender;




     (ii) Lender may exercise all rights and remedies available to it under the Credit
Facility Documents (or any of them) not relating to the Shared Collateral without the prior
written consent of Trustee; and




     (iii) Lender may at any time, irrespective of whether there then exists a default or
event of default under the Credit Facility Documents (or any of them), exercise all rights
available to it under the Credit Facility Documents (or any of them) without the prior
written consent of the Trustee with respect to the Lender Collateral other than the Shared
Collateral.



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Provided that, if either of the consents described in subparagraphs (i) and (ii) above are not
obtained or should Lender and Trustee not otherwise reach agreement, in either instance, within
ten (10) Business Days (as defined in the Trust Indenture) as to the exercise of rights and
remedies then available to either Creditor with respect to the Shared Collateral, then each
Creditor shall be entitled to direct and pursue any exercise of its pari passu rights in and to
the Shared Collateral on a pro rata (e.g., proportionate) basis based on (a) the aggregate
principal amount of the Bonds then outstanding under the Trust Indenture on the part of the
Trustee on one hand and (b) the aggregate principal amount of Credit Facility Indebtedness then
outstanding under the Credit Facility Documents on the part of the Lender on the other hand; and
provided further, that Trustee shall not, under any circumstances, commence any action or
proceeding against Borrower under bankruptcy, reorganization, insolvency, moratorium, debt
adjustment or arrangement, receivership, liquidation or other creditors’ rights statutes without
the prior written consent of Lender.




     For the purposes of the foregoing allocation of priorities, any claim of a right of setoff
will be treated in all respects as a security interest, and no claimed right of setoff will be
asserted to defeat or diminish, the rights or priorities provided for herein. The priorities set
forth herein are solely for the purpose of establishing the relative rights of the Creditors in and
to the Shared Collateral and there are no other persons or entities who are intended to be
benefited in any way by this Agreement.



     3. Distribution of Proceeds of Collateral. During any Enforcement Period, all
realizations upon Shared Collateral will be distributed in accordance with the following
procedure:



     First: the appropriate parties or representatives thereof, as an amount equal to any unpaid
expenses of such sale, disposition or other realization, all costs, expenses, liabilities and
advances incurred or made by or on behalf of such parties in connection therewith, and all
reasonable attorneys’ fees incurred in connection therewith;



     Second: to Lender and Trustee, on an equal and proportionate basis, all amounts then due and
owing in respect to the Credit Facility Documents and the Bond Documents, respectively:



     Third: in the event the obligations of Borrower under the Credit Facility Documents and/or
the Bond Documents have been declared immediately due and payable in whole, to Lender and Trustee,
on an equal and proportional basis, all amounts in respect of the Credit Facility Indebtedness and
the Bonds, respectively; and



     Fourth: to the extent there has been an acceleration of Borrower’s obligations as described
in the immediately foregoing subparagraph and all of the Credit Facility Indebtedness and the
Bonds have been paid in full in accordance with their respective terms, any surplus remaining
shall be paid to the Borrower or its respective successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.



     4. Enforcement Actions. The Creditors agree that:




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          4.1 Notwithstanding any provision in this Agreement, the Credit Facility Documents or the
Bond Documents to the contrary. Lender shall have the right but not the obligation to provide cure
and make any payments for Trustee Claims to the extent such cure right is given to the Borrower
under the Bond Documents, and the Trustee shall have the right but not the obligation to provide
cure and make any payments for Lender Claims to the extent such cure right is given to the
Borrower under the Credit Facility Documents, except as otherwise provided by applicable law in
any relevant circumstance.




          4.2 Beyond the duties hereunder to account to the other Creditor for moneys received by it on
account of the Shared Collateral, Lender and Trustee shall each use reasonable care to preserve or
protect any Shared Collateral in its possession or control or in the possession or control of any
of its or their respective agents or nominees, or any income thereon or proceeds thereof, or as to
the preservation of rights against prior parties or any other rights pertaining thereto.




          4.3 Notwithstanding the commencement of any Enforcement Action, the rights and obligations of
Lender and Trustee under this Agreement shall remain in full force and effect until (i) all Credit
Facility Indebtedness has been paid in full and Lender’s commitment to provide such indebtedness
shall have terminated, and (ii) the Bonds shall have been paid in full, irrespective of:





     (a) any lack of validity or enforceability of this Agreement, any Bond Document or
any Credit Facility Document;




     (b) any change in the amount, manner, place or terms of payment or change or
extension of the time of payment of or renewal or alternation of any indebtedness in any
respect, or any modification or amendment of any Bond Document or Credit Facility
Documents; provided that it is understood, acknowledged and agreed that no additional Bond
indebtedness shall be incurred or material amendments or supplements be made to any of the
Bond Documents without the prior written consent of Lender in each instance.




     (c) sale, exchange, release or other dealings with all or any part of the Shared
Collateral;




     (d) exercise or refrain by either Creditor from exercising any rights against Borrower
and/or others;




     (e) application of any sums, by whomsoever paid or howsoever realized, to any
indebtedness of Borrower in any manner or order in such creditor’s sole discretion in
accordance with the provisions of the related Financing Documents.; provided that it is
understood, acknowledged and agreed that Borrower’s obligations in respect of the Loan and
the Bonds are secured only to the extent of the Trustee Collateral: or




     (f) any other circumstance or event that might otherwise constitute a defense
available to, or a discharge of, Borrower in respect of any of the Bonds, the Loan or the
Credit Facility Indebtedness, or Trustee or Lender in respect of this Agreement.



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     5. Waiver of Rights. Each Creditor hereby expressly waives any right that it otherwise may
have to require the other Creditor to resort to the Shared Collateral, the Lender Collateral
and/or the Trustee Collateral, as the case may be, in any particular order or manner. whether
provided for by common law or statute, provided that this paragraph 5 will not override any
specific provision of this Agreement. Without limiting the generality of the foregoing but subject
to the applicable provisions of this Agreement, Lender shall not be required to enforce any
guaranty or any security interest given by any person or entity action other than Borrower (in the
Credit Facility Security Documents or by or on behalf of any Borrower Affiliate or otherwise) as a
condition precedent or concurrent to the taking of any Enforcement Action with respect to the
Shared Collateral.



     6. Exercise of Remedies. Subject only to any express provision of this Agreement that
requires a Creditor to take or refrain from taking an action, each Creditor may exercise its good
faith discretion with respect to exercising or refraining from exercising any of its rights and
remedies under the Financing Documents or taking or refraining from taking any Enforcement Action
in any instance other than those relating to the Shared Collateral.



     7. UCC
Notices; Notice of Default. In the event that any Creditor shall be required by the
UCC or any other applicable law to give any notice to the other Creditor, such notice shall be
given in accordance with Section 18 and ten (10) days’ prior notice shall be conclusively deemed
to be commercially reasonable. In addition to the foregoing, each Creditor agrees to provide
notice to the other Creditor at the same time and in the same manner as notice is provided to
Borrower on account of any default or event of default under the Financing Documents or any of
them.



     8. Independent Credit Investigation. No Creditor nor any of its directors, officers,
employees, agents or counsel will be responsible to the other Creditor or to any other person or
entity for Borrower’s solvency, creditworthiness, financial condition or ability to repay any of
the Claims or for the accuracy of any recitals, statements, representatives or warranties of
Borrower, oral or written, or for the validity, sufficiency, enforceability or perfection of the
Claims or the Financing Documents, or any security interests or liens granted by Borrower to any
Creditor in connection therewith. Each Creditor has entered into its respective financing
agreements with Borrower based upon its own independent investigation, and makes no warranty or
representation to the other Creditor, nor does it rely upon any representation of the other
Creditor with respect to matters identified or referred to in this paragraph. Neither Creditor will
have any responsibility to the other Creditor for monitoring or assuring compliance by Borrower
with any of Borrower’s covenants or representations made to either Creditor. Without limiting the
generality of the foregoing, either Creditor may perform in accordance with the terms of its
Financing Documents (subject to this Agreement) without regard to whether Borrower’s performance in
accordance with the terms thereof might or would constitute or result in a breach of covenants or
representations under the Creditor’s Financing Documents, and under no circumstances will any
Creditor be liable to the other for inducing a breach or violations of the other’s Financing
Documents by virtue of performing in accordance with the terms of its own Financing Documents
(subject to this Agreement).



     9. Non-Avoidability and Perfection of Liens. The subordinations and relative priorities set
forth in this Agreement are expressly conditioned upon the non-avoidability and



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perfection of the security interest to which all other security interests are subordinated. If the
security interest to which another security interest is subordinated is not perfected or is
voidable for any reason, then the subordination provided for herein will not be effective to the
extent of such non-perfection or avoidability.



     10. Perfection of Security Interests.



          10.1 For the limited purpose of perfecting the security interests of the Creditors in the
Shared Collateral in which a security interest may be perfected by possession, each Creditor
hereby appoints the other as its agent for the limited purpose of possessing on its behalf any
such Collateral that may come into the possession of such other
Creditor from time to time, and
each Creditor agrees to act as the other’s agent for such limited purpose of perfecting the
other’s security interest by possession through an agent; provided that neither Creditor will
incur any liability to the other Creditor by virtue of acting as the other’s agent hereunder, and
cither Creditor may relinquish possession of Collateral in its possession without the consent of
the other Creditor, and without incurring liability to the other Creditor, unless there is an
express written agreement to the contrary in effect between the Creditors; and provided further
that each appointment made pursuant to this paragraph 10.1 shall be and shall be deemed to be
coupled with an interest.




          10.2 For the purpose of perfecting the security interests of the Creditors in the Shared
Collateral while such security interests may be perfected by controlling a “deposit account” or
other similar depository or investment account arrangement within the meaning of the UCC, the
Creditors, the Borrower and the Borrower Operating Affiliates (as appropriate) shall enter into a
control agreement or control agreements, as the case may be (collectively. “Control Agreements”),
with the depository and/or investment institution or institutions, as applicable, to establish
such control and perfect such security interests and Creditors shall cooperate with each other in
establishing, maintaining and enforcing such Control Agreements; provided that each of the
foregoing actions by the Creditors or either of them shall, in each instance, be subject to this
Agreement.




     11. Additional Agreements. Notwithstanding anything to the contrary in the
Financing Documents or any of them, the Creditors hereby agree as follows:




     (i) Borrower shall not be permitted, directly or indirectly, to engage in or
benefit from any hedge or derivative transactions relating, directly or indirectly, to the
Bonds without the prior written consent of Lender;




     (ii) Borrower shall not be permitted, directly or indirectly, to engage in or benefit
from any off balance sheet transactions without the prior written consent of Lender,
irrespective of the treatment of such transactions under generally accepted accounting
principles consistently applied:




     (iii) there shall be no defeasance of Bonds under the Trust Indenture with a direct
assignment or application of the Shared Collateral without reasonable prior notice to and
consultation with Lender;



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     (iv) Borrower agrees that it will give prior notice to and consult with Lender prior
to exercising its right to optionally redeem the Bonds under the Trust Indenture;




     (v) there shall be no purchase of Bonds in lieu of redemption under the Trust
Indenture or in the open markets with a direct assignment or application of the Shared
Collateral without reasonable prior notice to and consultation with Lender;




     (vi) there shall be no amendment of the economic terms of (i) the Bonds (whether or
not resulting in a reissuance for federal income tax purposes), (ii) any credit enhancement
or liquidity support for the Bonds, or (iii) the Bond Documents, in any instance, without
prior consent of Lender which consent shall not be unreasonably withheld;




     (vii) Lender shall amend the Credit Facility Documents to add as an additional default
thereunder any default or “event of default” under the Bond Documents or any of them; and




     (viii) Creditors’ rights to notice and cure as set forth in this Agreements shall, in
each instance, be subject to the applicable terms of the Financing Documents and any cure
offered by a Creditor shall be accepted or rejected by the other Creditor upon the same
terms, standards and conditions (including without limitation, any timing requirements) as
if such cure had been offered by Borrower or any Borrower Affiliate.



     12. Amendments, Modifications and Increases. Each Creditor may, subject to the terms of such
documents and the express limitations of this Agreement, enter into
amendments, modifications,
renewals or extensions of its Financing Documents with Borrower without in any way affecting the
rights and obligations of the Creditors or either of them under this Agreement. Should either or
both Creditors enter into amendments, modifications, renewals or extensions of its Financing
Documents with Borrower, this Agreement nevertheless shall continue in effect in full force and
effect as to the outstanding Claims of each Creditor until this Agreement is terminated in
accordance with its terms.



     13. Termination. This Agreement is a continuing agreement, and, unless both Creditors have
specifically consented in writing to its earlier termination, this Agreement will remain in full
force and effect in all respects until the earlier of the time when (a) no Bonds remain
outstanding within the meaning of the Trust Indenture and the lien of the Trust Indenture upon the
Trust Estate shall have been released and discharged with respect to
the Trust Estate, (b) all of
the Credit Facility Indebtedness shall have been paid in full and Lender terminates its commitment
to provide financing to Borrower pursuant to the Credit Facility Documents or otherwise, or (c)
either Creditor releases or terminate its security interest in the Shared Collateral.



     14. Accountings. Each Creditor agrees, upon the occurrence of any Enforcement Action, to
provide timely to the other Creditor upon reasonable request periodic accountings of the amount of
such Creditor’s Claims, giving effect to any proposed applications of realization upon the Shared
Collateral. Additionally, Trustee agrees to provide the Lender with copies of all reports, notices
and any amendments or supplements received by the Trustee under the Bond Documents with respect to
defaults (prospective or otherwise) or events of default thereunder.



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     15. Effect on Bankruptcy. This Agreement will be and remain enforceable notwithstanding any
bankruptcy, insolvency or other similar creditors” rights proceedings by or against Borrower.



     16. Construction. Captions and headings are for convenience and reference only and do not
define, limit or affect the contents of this Agreement. References to “paragraphs” or “sections”
refer to this Agreement unless stated otherwise. The terms “include” or “including” mean “without
limitation by reason of enumeration.” The term “person” includes natural persons, corporations,
partnerships, limited liability companies, trusts, estates or any other entity. All grammatical
usage will be deemed to refer to the masculine, feminine, neuter, singular or plural as the
context and identity of any person(s) may require. Capitalized terms used in this Agreement are
defined in the respective paragraph or as incorporated by reference.



     17. Entirety; Modification. This Agreement constitutes the entire agreement of the Creditors,
and supersedes all previous written or oral agreements or understandings among the Creditors. No
Creditor will be bound by or deemed to have made any promise, representation or warranty except as
provided in this Agreement. This Agreement may be amended only by a written document signed by all
the Creditors and approved by Borrower.



     18. Waivers. No waiver under this Agreement is valid unless it is in writing and signed by
the Creditor giving the waiver. A waiver of a particular matter or remedy does not waive a
subsequent or similar matter or remedy.



     19. Notices. Except as otherwise required by law, all notices under this Agreement will be in
writing. Notices are deemed given and received (a) when personally delivered, (b) when received by
facsimile or by overnight courier service, or (c) on the fifth Business Day after mailing by
certified/registered U.S. Mail, return receipt requested. Notices will be addressed as follows:



	 	 	 	 	 
	 

	 	To Lender:
	 	Wells Fargo Bank, National Association
	 

	 	 	 	100 West Washington Street
	 

	 	 	 	MAC 54101-251
	 

	 	 	 	Phoenix, Arizona 85003
	 

	 	 	 	Telephone: (602) 378-4593
	 

	 	 	 	Facsimile No.: (602) 3787-4758
	 

	 	 	 	Attention: Keri Tignini. Vice President
	 
	 	 	 	 
	 

	 	To Trustee:
	 	U.S. Bank National Association, as trustee
	 

	 	 	 	101 North lst Avenue, Suite 1600
	 

	 	 	 	Phoenix, Arizona 85003
	 

	 	 	 	Telephone: (602) 257-5431
	 

	 	 	 	Facsimile No.: (602) 257-5433
	 

	 	 	 	Attention: Corporate Trust Services
	 
	 	 	 	 
	 

	 	To Company:
	 	Global Water Resources, LLC
	 

	 	 	 	22601 North 19th Avenue, Suite 210
	 

	 	 	 	Phoenix, Arizona 85027






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	 	 	 	Telephone: (623) 580-9600
	 

	 	 	 	Facsimile No.: (602) 580-9659
	 

	 	 	 	 
	 

	 	 	 	Attention: Trevor Hill





(or at any other address designated in a notice given by a Creditor to change its address).
Rejection or refusal to accept, or the inability to deliver because of change in address as to
which no notification has been given, will be deemed to constitute receipt if given as provided
above.




     20. Counterparts. This Agreement may be executed in identical counterparts, each of which
upon execution shall be deemed an original, but all of which together will constitute one
document. Partially executed signature pages of any one counterpart may be combined with any other
partially executed counterpart to constitute a fully executed
original Agreement. Facsimiles of
executed signature pages are effective as original signatures.



     21. Severability
and Interpretation. The invalidity or unenforceability of any provision of
this Agreement does not affect the other remaining provisions. This Agreement will be construed as
if it excluded any invalid or unenforceable provision, which will be severed from this Agreement.
Whenever possible, this Agreement will be interpreted so as to be valid under applicable law, and
will not be construed strictly in favor of or against any particular Creditor, including any
Creditor who drafted or prepared this Agreement, but instead according to its plain meaning to
give effect to its intended purposes.



     22. Governing Law. This Agreement is governed by the laws of the State of Arizona, including
its choice of law principles. The Creditors consent and submit to the nonexclusive jurisdiction of
the courts of the State of Arizona and the United States District Court for the District of
Arizona, to be venued in Phoenix, Maricopa County, Arizona, concerning any action or proceeding
arising under this Agreement.



     23. No Third Party Beneficiary. This Agreement is solely for the benefit of the Creditors
(and any permitted successors and assigns) and does not confer any rights or remedies on any other
persons.



     24. No Partnership or Agency. This Agreement does not create any partnership, joint venture,
limited liability company or any other form of organizational relationship between/among the
Creditors. No Creditor is the principal or agent of the other except as otherwise expressly
provided.



     25. Attorneys’
Fees. If either Creditor enforces its rights or asserts its remedies under
this Agreement, by litigation (including appeals and bankruptcy or other insolvency proceedings)
or by non-litigation proceeding or process, or seeks to interpret this Agreement, the prevailing
Creditor will recover from the unsuccessful Creditor its reasonable
attorneys’ fees, costs and
expenses as incurred, all as determined or confirmed by a court sitting without a jury.



     26. Release of Shared Collateral. Creditors agree that either Creditor may release or refrain
from enforcing its security interest in the Shared Collateral or any portion thereof. without
incurring any liability to the other Creditor by doing so.



11









 





     27. Binding Effect. This Agreement is binding upon and inures to the benefit of the Creditors
and their respective successors and assigns, including without limitation, any successor to
Trustee under the Trust Indenture; provided that any such succession or assignment is made
expressly subject to the terms and provisions of this Agreement and the successor or assignee
shall enter into an agreement with the non-transferring creditor acknowledging that it is bound by
such terms and provisions. Nothing herein is intended or shall be construed to give any other
person or entity any right, remedy or claim with respect to this Agreement, the Bonds or the
Credit Facility Indebtedness.



     28. Effective Date. This Agreement is entered into and is effective as of December 1, 2006
(“Effective Date”).



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     The
undersigned, GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company (the
“Borrower”), on behalf of itself and the Borrower Affiliates (as defined in the Intercreditor
Agreement) acknowledges receipt of a copy of the foregoing
Intercreditor Agreement (the
“Intercreditor Agreement.”’ all capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Intercreditor Agreement) and consents to the terms
thereof. Borrower acknowledges and agrees that any payments or other amounts received by a Creditor
that are required to be turned over or otherwise remitted by such Creditor to the other Creditor
pursuant to the terms of the Intercreditor Agreement will not be deemed to be payments on the
Claims of the Creditor who is required to turn over or otherwise remit such payments or other
amounts to the other Creditor.



     Dated this lst day of December. 2006.



	 	 	 	 	 
	 	GLOBAL WATER RESOURCES, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its PRESIDENT & CEO. 	 
	 	 	 	 



 









 




	 	 	 	 	 



	 	 	 	 	 
	 	TRUSTEE:





U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its: Assistant Vice President 	 
	 	 	 	 
	 



[Signatures continue on following page]




 









 





	 	 	 	 	 
	 	LENDER:





WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 



[Signatures continue on following page]