QuickLinks
 -- Click here to rapidly navigate through this document
  



Exhibit 10.16  


 
 

AMENDMENT NO. 2
  TO AMENDED AND RESTATED CREDIT AGREEMENT    
    



        This Amendment No. 2 to Amended and Restated Credit Agreement (the "Amendment") dated as of November 9, 2004 is between Bank of America, N.A. (the
"Bank") and Southwest Water Company, a Delaware corporation (the "Borrower"). 


RECITALS  


        A.    The
Bank and the Borrower entered into a certain Amended and Restated Credit Agreement dated as of July 7, 2004 (the "Agreement"), as amended by that certain
Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 14, 2004 ("Amendment No. 1"); 


        B.    The
Bank and the Borrower desire to further amend the Agreement. 


AGREEMENT  


        1.    Definitions.    Capitalized terms used but not defined in this Amendment shall have the meaning given to them in
the Agreement. 


        2.    Amendments.    The Agreement is hereby amended as follows: 



        2.1    Schedule 6.02(e)
attached to the Agreement is replaced in its entirety with Amended Schedule 6.02(e), attached hereto as Exhibit 3. 


        2.2    Section 6.02(e)(v) is
replaced in its entirety with the following language: 



"Other
secured and unsecured Debt identified on Schedule 6.02(e) not to exceed the applicable amount indicated on such schedule." 





        3.    Representations and Warranties.    When the Borrower signs this Amendment, the Borrower represents and warrants
to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in
writing to the Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment,
and (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound. 


        4.    Conditions.    This Amendment will be effective when the Bank receives in form and content acceptable to the
Bank, this Amendment, duly executed by Borrower. 


        5.    Effect of Amendment.    Except as provided in Amendment No. 1 and this Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect. 


        6.    Counterparts.    This Amendment may be executed in counterparts, each of which when so executed shall be deemed
an original, but all such counterparts together shall constitute but one and the same Instrument. 


1







 



        This
Amendment is executed as of the date stated at the beginning of this Amendment. 



	BANK OF AMERICA, N.A.	 	SOUTHWEST WATER COMPANY
	

    	

 	

 	
 	

 	

 	

 
	By:	/s/  MATTHEW KOENIG      
	 	By:	/s/  RICHARD SHIELDS      

	Name:	MATTHEW KOENIG
	 	Name:	Approved: Richard Shields

	Title:	Senior Vice President
	 	Title:	Chief Financial Officer

	

Address:	
 	

Address:
	

Bank of America

Los Angeles Strategies Group

Bank of America Plaza

333 S. Hope Street, 13th Floor

Los Angeles, California 90071

Attn: Matthew Koenig

Title: Senior Vice President

Facsimile: (213) 621-3612	
 	

One Wilshire Building

624 S. Grand Avenue, Suite 2900

Los Angeles, California 90017

Attention: O'Donnell Iselin, II

Treasurer

Facsimile: (213) 929-1888




2







 
"EXHIBIT 3"  


AMENDED
SCHEDULE 6.02(c)—OTHER SECURED AND UNSECURED DEBT 


	1.
	Secured
bank debt not to exceed $10,000,000, and other secured debt not to exceed $55,000,000, which includes up to $170,000 of secured Debt not reflected on
Form 10-K of Borrower for year ending December 31, 2003;



	2.
	Other
unsecured debt not to exceed $5,500,000, as of September 30, 2004. 


3











QuickLinks


AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT