Exhibit 10.11(b)


 


CHANGE IN TERMS AGREEMENT


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No.

  	
   

  	
  call/coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  	
   

  
	
  $

  	
  4,000,000.00

  	
   

  	
  04-10-2002

  	
   

  	
  04-10-2004

  	
   

  	
  1000137188-18

  	
   

  	
   

  	
   

  	
  SWEEP

  	
   

  	
  ***

  	
   

  	
   

  	
   

  
																	



 


References in the shaded area are for Lender’s use only and do not
limit the applicability of this document to any particular loan or item.  Any item above containing “***” has been
omitted due to text length limitations.


 


	
  Borrower:

  	
  NEW MEXICO UTILITIES, INC.

  4700 Irving Boulevard NW, Suite 2O1

  Albuquerque, NM 87114

  	
  Lender:

  	
  BANK OF THE WEST

  New Mexico Business Banking #223M

  500 Marquette, 14th Floor

  Albuquerque, NM 87102

  (888) 457-2892

  



 


	
  Principal Amount:  
  $4,000,000.00

  	
  Date of Agreement: July 10, 2003

  



 


DESCRIPTION
OF EXISTING INDEBTEDNESS.  The Promissory Note dated April 10, 2002 in the original
principal amount of $4,000,000.00 and Business Loan Agreement dated April 10,
2002.


 


DESCRIPTION
OF COLLATERAL. Unsecured.


 


DESCRIPTION
OF CHANGE IN TERMS.


 


1.     Extension
of Maturity Date. 
The Maturity Date provided for in the Promissory Note shall be extended
from April 10, 2004 to April 30, 2005.


 


2.     Modification
of MONTHLY LOAN FEE. 
Heading captioned “MONTHLY LOAN FEE” of the Promissory Note is deleted
in its entirety and the following is substituted in lieu thereof:


 


MONTHLY LOAN FEE.  Borrower will pay to Lender a monthly loan
fee in the amount of $400.00, which fee shall be payable on a monthly basis and
represent an unconditional and non-refundable payment to Lender in
consideration of Lender’s agreement to enter in to this Note.


 


3.     Deleting
GUARANTOR(S) AGREE TO FURNISH LENDER WITH THE FOLLOWING.  Heading captioned “GUARANTOR(S) AGREE TO
FURNISH LENDER WITH THE FOLLOWING” of the Business Loan Agreement is deleted in
its entirety.


 


4.     Conditions
Precedent.  As
a condition precedent to the effectiveness of this Change in Terms Agreement,
(a) Borrower agrees to provide a commercial guaranty executed by Southwest
Water Company; (b) Borrower agrees to pay to Lender a renewal fee of $250.00.


 


CONTINUING
VALIDITY.  Except
as expressly changed by this Agreement, the terms of the original obligation or
obligations, including all agreements evidenced or securing the obligations(s),
remain unchanged and in full force and effect. 
Consent by Lender to this Agreement does not waive Lender’s right to
strict performance of the obligation(s) as changed, nor obligate Lender to make
any future change in terms.  Nothing in
this Agreement will constitute a satisfaction of the obligations(s).  It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligations(s),
including accommodation parties, unless a party is expressly released by Lender
in writing, Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement. 
If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. 
This waiver applies not only to any initial extension, modification or
release, but also all such subsequent actions.


 


PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO THE TERMS OF THE
AGREEMENT.


 


CIT
SIGNERS:


NEW
MEXICO UTILITIES, INC.


 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Bobby L. Gay, V.P. & General Manager of NEW

  MEXICO UTILITIES, INC.

  	
   

  	
  Michael O. Quinn, Secretary & Treasure of NEW

  MEXICO UTILITIES. INC.

  



 


 


BANK
OF THE WEST


 


	
  By:

  	
  /s/  Elizabeth R. Allbright

  	
   

  	
   

  
	
   

  	
  Elizabeth R. Allbright, Vice President of BANK OF

  THE WEST

  	
   

  
					



 

















 


COMMERCIAL GUARANTY


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No.

  	
   

  	
  call/coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
   

  	
   

  



 


References in the shaded area are for Lender’s use only and do not
limit the applicability of this document to any particular loan or item.  Any item above containing “***” has been
omitted due to text length limitations.


 


	
  Borrower:

  	
  NEW MEXICO UTILITIES, INC.

  4700 Irving Boulevard NW, Suite 201

  Albuquerque NM  87114

  	
  Lender:

  	
  BANK OF THE WEST

  New Mexico Business Banking #223J

  5501 Jefferson NE

  Albuquerque, NM 87109

  (888) 457-2692

  
	
  Guarantor:

  	
  SOUTHWEST WATER COMPANY

  225 N. Barranca Avenue, Suite 200

  West Covina, CA 91791

  	
   

  	
   

  



 


AMOUNT
OF GUARANTY. 
The amount of this Guaranty is Unlimited.


 


CONTINUING
UNLIMITED GUARANTY. 
For good and valuable consideration, SOUTHWEST WATER COMPANY
(“Guarantor”) absolutely and unconditionally guarantees and promises to pay to
BANK OF THE WEST (“Lender”) or its order, in legal tender of the United States
of America, the Indebtedness (as that term is defined below) of NEW MEXICO
UTILITIES, INC. (“Borrower”) to Lender on the terms and conditions set forth in
this Guaranty.  Under this Guaranty, the
liability of Guarantor is unlimited and the obligations of Guarantor are
continuing.


 


INDEBTEDNESS
GUARANTEED. 
The Indebtedness guaranteed by this Guaranty includes and any and all of
Borrower’s Indebtedness to Lender and is used in the most comprehensive sense
and means and includes any and all of Borrower’s liabilities, obligations and
debts to Lender, now  existing or
hereinafter incurred or created, including, without limitation, all loans,
advances, interest, costs, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, other obligations, and liabilities of
Borrower, or any of them, and any present or future judgments against Borrower,
or any of them; and whether any such Indebtedness is voluntarily or
involuntarily incurred, due or not due, absolute or contingent, liquidate or
unliquidated, determined or undetermined; whether Borrower may be liable individually
or jointly with others, or primarily or secondarily, or as guarantor or surety;
whether recovery on the Indebtedness may be or may become barred or
unenforceable against Borrower for any reason whatsoever; and whether the
Indebtedness arises from transactions which may be voidable on account of
infancy, insanity, ultra vires, or otherwise.


 


DURATION
OF GUARANTY. 
This Guaranty will take effect when received by Lender without the
necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower,
and will continue in full force until all Indebtedness incurred or contracted
before receipt by Lender of any notice of revocation shall have been fully and
finally paid and satisfied and all of Guarantor’s other obligations under this
Guaranty shall have been performed in full. 
If Guarantor elects to revoke this Guaranty, Guarantor may only do so in
writing.  Guarantor’s written notice of
revocation must be mailed to Lender, by certified mail, at Lender’s address
listed above or such other place as Lender may designate in writing Written
revocation of this Guaranty will apply only to advances or new Indebtedness
created after actual receipt by Lender of Guarantor’s written revocation.  For this purpose and without limitation, the
term “new indebtedness” does not include Indebtedness which at the time of
notice of revocation is contingent, unliquidated, undetermined or not due and
which later becomes absolute, liquidated, determined or due.  This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender
prior to receipt of Guarantor’s written notice of revocation, including any
extensions, renewals, substitutions or modifications of the indebtedness.  All renewals, extensions, substitutions, and
modifications of the Indebtedness granted after Guarantor’s revocation, are
contemplated under this Guaranty and, specifically will not be considered to be
new Indebtedness.  This Guaranty shall
bind Guarantor’s estate as to Indebtedness created both before and after
Guarantor’s death or incapacity, regardless of Lender’s actual notice of
Guarantor’s death Subject to the foregoing, Guarantor’s executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect.  Release of any other guarantor
or termination of any other guaranty of the Indebtedness shall not affect the
liability of Guarantor under this Guaranty. 
A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty.  It is anticipated that fluctuations may
occur in the aggregate amount of Indebtedness covered by this Guaranty, and
Guarantor specifically acknowledges and agrees that reductions in the amount of
Indebtedness, even to zero dollars ($0.00), prior to Guarantor’s written
revocation of this Guaranty shall not constitute a termination of this
Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s written revocation
of this Guaranty shall not constitute a termination of this Guaranty.  This Guaranty is binding upon Guarantor and
Guarantor’s heirs, successors and assigns so long as any of the guaranteed
Indebtedness remains unpaid and even though the Indebtedness guaranteed may
from time to be zero dollars ($0.00).


 


GUARANTOR’S
AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, either before or after any
revocation hereof, without notice or demand and without lessening Guarantor’s
liability under this Guaranty, from time to time: (A) prior to revocation as
set forth above, to make one or more additional secured or unsecured loans to
Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate or otherwise change one or more times the time for payment or other
terms of the Indebtedness or any part of the Indebtedness, including increases
and decreases of the rate of interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take and
hold security for the payment of this Guaranty or the Indebtedness, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and
release any such security, with or without the substitution of new collateral;
(D) to release, substitute, agree not to sue, or deal with any one or more of
Borrower’s sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.


 


GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents
and warrants to Lender that (A) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the terms
of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not
at the request of Lender; (C) Guarantor has full power, right and authority to
enter into this Guaranty; (D) the provisions of this Guaranty to do not
conflict with or result in a default under any agreement or other instrument
binding upon Guarantor and do not result in a violation of any law, regulation,
court decree or order applicable to Guarantor; (E) Guarantor has not and will
not, without the prior written consent of Lender, sell, lease, assign,
encumber, hypothecate, transfer, or otherwise dispose of all or substantially
all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request,
Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is
and will be true and correct in all material respects and fairly present
Guarantor’s financial condition as of the dates the financial information is
provided; (G) no material adverse change has occurred in Guarantor’s financial
condition since the date of the most recent financial statements provided to
Lender and no event has occurred which may materially adversely affect
Guarantor’s financial condition; (H) no litigation, claim, investigation,
administrative proceeding or similar action (including those for unpaid taxes)
against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor
has established


 

















 


adequate means of obtaining
from Borrower on a continuing basis information regarding Borrower’s financial
condition.  Guarantor agrees to keep
adequately informed from such means of any facts, events, or circumstances
which might in any way affect Guarantor’s risks under this Guaranty, and
Guarantor further agrees that, absent a request for information, Lender shall
have no obligation to disclose to Guarantor any information or documents
acquired by Lender in the course of its relationship with Borrower.


 


GUARANTOR’S
FINANCIAL STATEMENTS. 
Guarantor agrees to furnish Lender with the following:


 


Additional Requirements.  Annual Statements.  Not later than April 15th of each year, a
copy of the annual financial report of the Guarantor for such year, audited by
a firm or certified public accountants acceptable to Lender.


 


All financial reports required
to be provided under this Guaranty shall be prepared in accordance with GAAP,
applied on a consistent basis, and certified by Guarantor as being true and
correct.


 


GUARANTOR’S
WAIVERS. 
Except as prohibited by applicable law, Guarantor waives any right to
require Lender (A) to continue lending money or to extend other credit to
Borrower; (B) to make any presentment, protest, demand, or notice of any kind,
including notice of any nonpayment of the Indebtedness or of any nonpayment
related to any nonpayment of the Indebtedness or of any nonpayment related to
any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor in connection with the
Indebtedness or in connection with the creation of new of additional Lender,
any surety, endorser, or other guarantor in connection with the Indebtedness or
in connection with the creation of new or additional loans or obligations; (C)
to resort for payment or to proceed directly or at once against any person,
including Borrower or any other guarantor; (D) to proceed directly against or
exhaust any collateral held by Lender from Borrower, any other guarantor, or
any other person; (E) to give notice of the terms, time, and place of any
public or private sale of personal property security held by Lender from
Borrower or to comply with any other applicable provisions of the Uniform
Commercial Code; (F) to pursue any other remedy with Lender’s power; or (G) to
commit any act or omission of any kind, or at any time, with respect to any
matter whatsoever.


 


Guarantor also waives any and
all rights or defenses arising by reason of (A) any “one action” or
“anti-deficiency” law or any other law which may prevent Lender from bringing
any action, including a claim for deficiency, against Guarantor, before or
after Lender’s commencement or completion of any foreclosure action, either
judicially or by exercise of a power of sale; (B) any election of remedies by
Lender with destroys or otherwise adversely affects Guarantor’s subrogation
rights or Guarantor’s rights to proceed against Borrower for reimbursement,
including without limitation, any loss of rights Guarantor may suffer by reason
of any law limiting qualifying, or discharging the Indebtedness; (C) any
disability or other defense of Borrower, of any other guarantor, or of any
other person, or by reason of the cessation of Borrower’s liability form any cause
whatsoever, other than payment in full in legal tender, of the Indebtedness;
(D) any right to claim discharge of the Indebtedness on the basis of
unjustified impairment of any collateral for the Indebtedness; (E) any statute
of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender
with is not barred by any applicable statute of limitations; or (F) any
defenses given to guarantors at law or in equity other than actual payment and
performance of the Indebtedness.  If
payment is made by Borrower, whether voluntarily or otherwise, or by any third
party, on the Indebtedness and thereafter Lender is forced to remit the amount
of that payment to Borrower’s trustee in bankruptcy or to any similar person
under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of
this Guaranty.


 


Guarantor further waives and
agrees not to asset or claim at any time any deductions to the amount
guaranteed under this Guaranty for any claim of setoff, counterclaim, counter
demand, recoupment or similar right, whether such claim, demand or right may be
asserted by the Borrower, the Guarantor, or both.


 


GUARANTOR’S
UNDERSTANDING WITH RESPECT TO WAIVERS.  Guarantor warrants and agrees that each of
the waivers set forth above is made with Guarantor’s full knowledge of its
significance and consequences and that, under the circumstances, the waivers
are reasonable and not contrary to public policy or law.  If any such waiver is determined to be
contrary to any applicable law of public policy, such waiver shall be effective
only to the extent permitted by law or public policy.


 


SUBORDINATION
OF BORROWER’S DEBTS TO GUARANTOR.  Guarantor agrees that the Indebtedness of
Borrower to Lender, whether now existing or hereafter created, shall be
superior to any claim that Guarantor may now have or hereafter acquire against
Borrower, whether or not Borrower becomes insolvent.  Guarantor hereby expressly subordinates any claim Guarantor may
have against Borrower, upon any account whatsoever, to any claim that Lender
may now or hereafter have against Borrower. 
In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of
creditors.  By voluntary liquidation, or
otherwise, the assets of Borrower applicable to the payment of the claims of
both Lender and Guarantor shall be paid to Lender and shall be first applied by
Lender to the Indebtedness of Borrower to Lender.  Guarantor does hereby assign to Lender all claims which it may
have or acquire against Borrower or against any assignee or trustee in bankruptcy
of Borrower; provided however, that such assignment shall be effective only for
the purpose of assuring to Lender full payment in legal tender of the
Indebtedness.  If Lender so requests,
any notes or credit agreements now or hereafter evidencing any debts or
obligations of Borrower to Guarantor shall be marked with a legend that the
same are subject to this Guaranty and shall be delivered to Lender.  Guarantor agrees, and Lender is hereby
authorized, in the name of Guarantor, from time to time to execute and file
financing statements and continuation statements and to execute such other
documents and to take such other actions as Lender deems necessary or
appropriate to perfect, preserve and enforce its rights under this Guaranty.


 


MISCELLANEOUS
PROVISIONS.  The
following miscellaneous provision are a part of this Guaranty:


 


Amendments.       This
Guaranty, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this
Guaranty.  No alteration of or amendment
to this Guaranty shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’ Fees; Expenses.   Guarantor
agrees to pay upon demand all of Lender’s costs and expenses, including
Lender’s reasonable attorneys’ fees and Lender’s legal expenses, incurred in
connection with the enforcement of this Guaranty.  Lender may hire or pay someone else to help enforce this
Guaranty, and Guarantor shall pay the costs and expenses of such enforcement
Costs and expenses include Lender’s reasonable attorneys fees and legal
expenses whether or not there is a lawsuit, including reasonable attorneys fees
and legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. 
Lender may also recover from Guarantor all court, alternative dispute
resolution or other collection costs (including, without limitation, fees and
charges of collection agencies) actually incurred by Lender


 


Caption Headings.   Caption
headings in this Guaranty are for convenience purposes only and are not to be
used to interpret or define the provisions of this Guaranty.


 


Governing Law.   This Guaranty
will be governed by, construed and enforced in accordance with federal law and
the laws of the State of New Mexico. 
However, in the event that the enforceability or validity of any
provision of this Guaranty is challenged or questioned, such provision shall be
governed by whichever applicable state or federal law would uphold or would
enforce such challenged or questioned provision.  The loan transaction which is evidence by the Note and this
Guaranty has been applied for, considered, approved and made, and all necessary
loan documents have been accepted by Lender in the State of New Mexico.


 


Choice of Venue.   If
there is a lawsuit, Guarantor agrees upon Lender’s request to submit to the
jurisdiction of the courts of the State of New Mexico, in the county in which
Borrower’s following address is located: 
4700 Irving Boulevard NW.  Suite
201, Albuquerque.  NM


 


2

















 


87114.


 


Integration.   Guarantor
further agrees that Guarantor has read and fully understands the terms of this
Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s
intentions and parol evidence is not required to interpret the terms of this
Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender’s attorneys’ fees)
suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties, representations and agreements of this paragraph.


 


interpretation.      In all cases where there is more than
one Borrower or Guarantor, then all words used in this Guaranty in the singular
shall be deemed to have been used in the plural where the context and
construction so require; and where there is more than one Borrower named in
this Guaranty or when this Guaranty is executed by more than one Guarantor, the
words “Borrower” and “Guarantor” respectively shall mean all and any one or
more of them.  The words “Guarantor,”
“Borrower,” and “Lender” include the heirs, successors, assigns, and
transferees of each of them.  If a court
finds that any provision of this Guaranty is not valid or should not be
enforced, that fact by itself will not mean that the rest of this Guaranty will
not be valid or enforced.  Therefore, a
court will enforce the rest of the provisions of this Guaranty even if a
provision of this Guaranty may be found to be invalid or unenforceable.  If any one or more of Borrower of Guarantor
are corporations, partnerships, limited liability companies, or similar
entities, it is not necessary for lender to inquire into the powers of Borrower
or Guarantor or of the officers, directors, partners, managers, or other agents
acting or purporting to act on their behalf, and any Loan indebtedness made or
created in reliance upon the professed exercise of such powers shall be
guaranteed under this Guaranty.


 


Notices.   Any
notice required to be given under this Guaranty shall be given in writing, and,
except for revocation notices by Guarantor, shall be effective when actually
delivered, when actually received by telefacsimile (unless otherwise required
by law), when deposited with a nationally recognized overnight courier, or, if
mailed, when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Guaranty.  All
revocation notices by Guarantor shall be in writing and shall be effective upon
delivery to Lender as provided in the Section of this Guaranty entitled
“DURATION OF GUARANTY.”  Any party may
change its address for notices under this Guaranty by giving formal written
notice to the other parties, specifying that the purpose of the notice is to
change the party’s address.  For notice
purposes, Guarantor agrees to keep Lender informed at all times of Guarantor’s
current address unless otherwise provided or required by law.  if there is more than one Guarantor, any
notice given by Lender to any Guarantor is deemed to be notice given to all
Guarantors.


 


No Waiver by Lender.         Lender shall not be deemed to have
waived any rights under this Guaranty unless such waiver is given in writing
and signed by Lender.  No delay or
omission on the part of Lender in exercising any right shall operate us a
waiver of such right or any other right. 
A waiver by Lender of a provision of this Guaranty shall not prejudice
or constitute a waiver of Lender’s right otherwise to demand strict compliance
with that provision or any other provision of this Guaranty.  No prior waiver by Lender, nor any cause of
dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender’s rights or of any of Guarantor’s obligations as to any future
transactions.  Whenever the consent of
Lender is required under this Guaranty, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender.


 


Successors and Assigns.   Subject to any limitations stated in this
Guaranty on transfer of Guarantor’s interest, this Guaranty shall be binding
upon and inure to the benefit of the parties, their successors and assigns.


 


DEFINITIONS.     The following capitalized words and terms shall
have the following meaning when used in this Guaranty.  Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America.  Words and
terms used in the singular shall include the plural, and the plural shall
include the singular, as the context may require.  Words and terms not otherwise defined in this Guaranty shall have
the meanings attributed to such terms in the Uniform Commercial Code:


 


Borrower   The
word “Borrower” means NEW MEXICO UTILITIES, INC, and includes all co-signers
and co-makers signing the Note.


 


GAAP    The
word “GAAP” means generally accepted accounting principles.


 


Guarantor.   The
word “Guarantor” means each and every person or entity signing this Guaranty,
including without limitation SOUTHWEST WATER COMPANY.


 


Guaranty.   The
word “Guaranty” means the guaranty from Guarantor to Lender, including without
limitation a guaranty of all or part of the Note.


 


Indebtedness.        The
word “indebtedness” means Borrower’s Indebtedness to Lender as more
particularly described in this Guaranty


 


Lender.   The
word “Lender” means BANK OF THE WEST, its successors and assigns.


 


Note.       The
word “Note” means and includes without limitation all of Borrower’s promissory
notes and/or credit agreements evidencing Borrower’s loan obligations in favor
of Lender, together with all renewals of, extensions of, modifications of,
refinancing of, consolidations of and substitutions for promissory notes or
credit agreements,


 


Related Documents.   The
words “Related Documents” mean all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter existing,
executed in connection with the Indebtedness.


 


3

















 


EACH UNDERSIGNED GUARANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS.  IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL
TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF
GUARANTY”.  NO FORMAL ACCEPTANCE BY
LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED JULY 10, 2003.


 


THIS GUARANTY IS GIVEN UNDER
SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


 


	
  GUARANTOR:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SOUTHWEST
  WATER COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard
  J. Shields

  	
  (Seal)

  	
  By:

  	
  /s/ Thomas
  C. Tekulve

  	
  (Seal)

  
	
   

  	
  Richard J.
  Shields, Chief Financial Officer of

  SOUTHWEST WATER COMPANY

  	
   

  	
  Thomas C.
  Tekulve, Vice President/Treasurer of

  SOUTHWEST WATER COMPANY

  
						



 


4

















 


CORPORATE RESOLUTION TO GRANT COLLATERAL /
GUARANTEE


 


	
  Principal

  $4,000,000.00

  	
   

  	
  Loan Date

  04-10-2002

  	
   

  	
  Maturity

  04-10-2004

  	
   

  	
  Loan No

  1000137188-18

  	
   

  	
  Call / Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  ***

  	
   

  	
  Initials

  
	
  References in the shaded area are for Lender’s use only and do not
  limit the applicability of this document to any particular loan or item.  Any item above containing “***” has been
  omitted due to text length limitations.

  



 


	
  Borrower:

  	
   

  	
  NEW MEXICO
  UTILITIES, INC.

  4700 Irving Boulevard NW, Suite 201

  Albuquerque, NM 87114

  	
   

  	
  Lender:

  	
   

  	
  BANK OF THE
  WEST

  New Mexico Business Banking #223J

  5501 Jefferson NE

  Albuquerque, NM 87109

  (888) 457-2692

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporation:

  	
   

  	
  SOUTHWEST
  WATER COMPANY

  225 N. Barranca Avenue, Suite 200

  West Covina, CA 91791

  	
   

  	
   

  	
   

  	
   

  



 


1.
THE UNDERSIGNED, DO HERBY CERTIFY THAT:


 


THE
CORPORATION’S EXISTENCE.  The complete and correct name of the Corporation is SOUTHWEST
WATER COMPANY (“Corporation”).  The
Corporation is a corporation for profit which is, and at all times shall be,
duly organized, validly existing, and in good standing under and by virtue of
the laws of the State of Delaware.  The
Corporation is duly authorized to transact business in all other states in
which the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business.  Specifically, the
Corporation is, and at all times shall be, duly qualified as a foreign
corporation in all states in which the failure to so qualify would have a
material adverse effect on its business or financial condition.  The Corporation has the full power and
authority to own its properties and to transact the business in which it is
presently engaged or presently proposes to engage.  The Corporation maintains an office at 225 N. Barranca Avenue,
Suite 200, West Covina, CA 91791. 
Unless the Corporation has designated otherwise in writing, the
principal office is the office at which the Corporation keeps its books and
records.  The Corporation will notify
Lender prior to any change in the location of the Corporation’s state of
organization or any change in the Corporation’s name.  The Corporation shall do all things necessary to preserve and to
keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of
any governmental or quasi-governmental authority or court applicable to the
Corporation and the Corporation’s business activities.


 


RESOLUTIONS
ADOPTED.  At a
meeting of the Directors of the Corporation, or if the Corporation is a close
corporation having no Board of Directors then at a meeting of the Corporation’s
shareholders, duly called and held on
                                ,
at which a quorum was present and voting, or by other duly authorized action in
lieu of a meeting, the resolutions set forth in this Resolution were adopted.


 


OFFICERS.  The following named persons are officers of
SOUTHWEST WATER COMPANY:


 


	
  NAMES

  	
  TITLES

  	
  AUTHORIZED

  	
   

  	
  ACTUAL SIGNATURES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard J.
  Shields

  	
  Chief
  Financial Officer

  	
  Y

  	
  X  

  	
  /s/ Richard
  J.  Shields

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas
  Tekulve

  	
  Vice
  President/Treasurer

  	
  Y

  	
  X 

  	
  /s/ Thomas
  Tekulve

  



 


 


ACTIONS
AUTHORIZED. 
Any two (2) of the authorized persons listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically, but without
limitation, any two (2) of such authorized persons are authorized, empowered,
and directed to do the following for and on behalf of the Corporation:


 


Guaranty.  To guarantee or act as surety for loans or
other financial accommodations to Borrower from Lender on such guarantee or
surety terms as may be agreed upon between the officers of the Corporation and
Lender and in such sum or sums of money as in their judgment should be
guaranteed or assured, (the “Guaranty”).


 


Grant Security.  To mortgage, pledge, transfer, ondorse,
hypothecate, or otherwise encumber and deliver to Lender any property now or
hereafter belonging to the Corporation or in which the Corporation now or
hereafter may have an interest, including without limitation all of the
Corporation’s real property and all of the Corporation’s personal property
(tangible or intangible), as security for the Guaranty, and as a security for
the payment of any loans, any promissory note, or any other or further
indebtedness of NEW MEXICO UTILITIES, INC. to Lender at any time owing, however
the same may be evidenced.  Such
property may be mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered at the time such loans are obtained or such indebtedness is
incurred, or at any other time or times, and may be either in addition to or in
lieu of any property theretofore mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered.  The
provisions of this Resolution authorizing or relating to the pledge, mortgage,
transfer, endorsement, hypothecation, granting of a security interest in, or in
any way encumbering, the assets of the Corporation shall include, without
limitation, doing so in order to lend collateral security for the indebtedness,
now or hereafter existing, and of any nature whatsoever, of NEW MEXICO
UTILITIES, INC. to Lender.  The
Corporation has considered the value to itself of lending collateral in support
of such indebtedness, and the Corporation represents to Lender that the
Corporation is benefited by doing so.


 


Execute Security Documents.  To execute and deliver to Lender the forms
of mortgage, deed of trust, pledge agreement, hypothecation agreement, and
other security agreements and financing statements which Lender may require and
which shall evidence the terms and conditions under and pursuant to which such
liens and encumbrances, or any of them, are given; and also to execute and
deliver to Lender any other written instruments, any chattel paper, or any
other collateral, of any kind or nature, which Lender may deem necessary or
proper in connection with or pertaining to the giving of the liens and encumbrances.  Notwithstanding the foregoing, any one of
the above authorized persons may execute, deliver, or record financing
statements.


 


Further Acts.  To do and perform such other acts and things
and to execute and deliver such other documents and agreements, including
agreements waiving the right to a trial by jury, as the officers may in their
discretion deem reasonably necessary or proper in order to carry into effect
the provisions of this Resolution.


 


ASSUMED
BUSINESS NAMES. 
The Corporation has filed or recorded all documents or filings required
by law relating to all assumed business names used by the Corporation.  Excluding the name of the Corporation, the
following is a complete list of all assumed business names under which the
Corporation does business:  None.


 


NOTICES
TO LENDER.  The
Corporation will promptly notify Lender in writing at Lender’s address shown
above (or such other addresses as Lender may designate from time to time) prior
to any (A) change in the Corporation’s name; (B) change in the Corporation’s
assumed business name(s); (C) change in the management of the Corporation; (D)
change in the authorized signer(s); (E) change in the Corporation’s principal
office address; (F) change in the Corporation’s state of organization: (G)
conversion of the Corporation to a new or different type of


 

















 


business entity; or (H) change
in any other aspect of the Corporation that directly or indirectly relates to
any agreements between the Corporation and Lender.  No change in the Corporation’s name or state of organization will
take effect until after Lender has received notice.


 


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS.  The officers named above are duly elected,
appointed, or employed by or for the Corporation, as the case may be, and
occupy the positions set opposite their respective names.  This Resolution now stands of record on the
books of the Corporation, is in full force and effect, and has not been
modified or revoked in any manner whatsover.


 


NO
CORPORATE SEAL. 
The Corporation has no corporate seal, and therefore, no seal is affixed
to this Resolution.


 


CONTINUING
VALIDITY.  Any
and all acts authorized pursuant to this Resolution and performed prior to the
passage of this Resolution are hereby ratified and approved.  This Resolution shall be continuing. shall
remain in full force and effect and Lender may rely on it until written notice
of its revocation shall have been delivered to and received by Lender at
Lender’s address shown above (or such addresses as Lender may designate from time
to time).  Any such notice shall not
affect any of the Corporation’s agreements or commitments in effect at the time
notice is given.


 


IN
TESTIMONY WHEREOF, I have hereunto set my hand and
attest that the signatures set opposite the names listed above are their
genuine signatures.


 


I have read all the provisions of this Resolution, and I personally and
on behalf of the Corporation certify that all statements and representations
made in this Resolution are true and correct. 
This Corporate Resolution to Grant Collateral / Guarantee is dated
7-30-03.


 


THIS
RESOLUTION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS RESOLUTION IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


 


	
   

  	
  CERTIFIED TO AND ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
  X

  	
  /s/ [ILLEGIBLE] 

  	
  (Seal)

  
	
   

  	
  Secretary

  



 


NOTE: If the officers signing
the Resolution are designated by the foregoing document as one of the officers
authorized to act on the Corporation’s behalf, it is advisable to have this
Resolution signed by at least one non-authorized officer of the Corporation.


 


2

















 


CORPORATE RESOLUTION TO BORROW


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call/Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
  $4,000,000.00

  	
   

  	
  04-10-2002

  	
   

  	
  04-10-2004

  	
   

  	
  1000137188-18

  	
   

  	
   

  	
   

  	
  SWEEP

  	
   

  	
  ***

  	
   

  	
   

  



 


References in the shaded area
are for Lender’s use only and do not limit the applicability of this document
to any particular loan or item .  Any
item above containing “* * *” has been omitted due to text length limitations.


 


	
  Corporation:

  	
   

  	
  NEW MEXICO
  UTILITIES, INC.

  	
   

  	
  Lender:

  	
   

  	
  BANK OF THE
  WEST

  
	
   

  	
   

  	
  4700 Irving
  Boulevard NW, Suite 201

  	
   

  	
   

  	
   

  	
  New Mexico
  Business Banking #223M

  
	
   

  	
   

  	
  Albuquerque,
  NM 87114

  	
   

  	
   

  	
   

  	
  500
  Marquette, 14th Floor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Alburquerque,
  NM 87102

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (888)
  457-2692

  



 


I,
THE UNDERSIGNED, DO HEREBY CERTIFY THAT:


 


THE
CORPORATION’S EXISTENCE.  The complete and correct name of the Corporation is NEW MEXICO
UTILITIES, INC. (“Corporation”).  The
Corporation is a corporation for profit which is, and at all times shall be,
duly organized, validly existing, and in good standing under and by virtue of
the laws of the State of New Mexico. 
The Corporation is duly authorized to transact business in all other
states in which the Corporation is doing business.  Specifically, the Corporation is, and at all times shall be, duly
qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition.  The Corporation has the full
power and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage.  The Corporation maintains an office at 4700
Irving Boulevard NW, Suite 201, Albuquerque, 
NM 87114.  Unless the Corporation
has designated otherwise in writing, the principal office is the office at
which the Corporation keeps its books and records.  The Corporation will notify Lender prior to any change in the
location of the Corporation’s state of organization or any change in the
Corporation’s name.  The Corporation
shall do all things necessary to preserve and to keep in full force and effect
its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or
quasi-governmental authority or court applicable to the Corporation and the
Corporation’s business activities.


 


RESOLUTIONS
ADOPTED.  At a
meeting of the Directors of the Corporation, or if the Corporation is a close
corporation having no Board of Directors then at a meeting of the Corporation’s
shareholders, duly called and held on Jan 14th 2003, at which a
quorum was present and voting, or by other duly authorized action in lieu of a
meeting, the resolutions set forth in this Resolution were adopted.


 


OFFICERS.  The following named persons are officers of
NEW MEXICO UTILITIES, INC:


 


	
  NAMES

  	
   

  	
  TITLES

  	
   

  	
  AUTHORIZED

  	
   

  	
  ACTUAL
  SIGNATURES

  
	
  Bobby L. Gay

  	
   

  	
  V.P. &
  General Manager

  	
   

  	
  Y

  	
  X

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Michael O.
  Quinn

  	
   

  	
  Secretary
  & Treasurer

  	
   

  	
  Y

  	
  X

  	
  /s/
  [ILLEGIBLE]

  	
   

  



 


ACTIONS
AUTHORIZED.  Any two (2) of the authorized persons listed above may enter into
any agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically but without
limitation, any two (2) of such authorized persons are authorized, empowered,
and directed to do the following for and on behalf of the Corporation:


 


Borrow Money.  To borrow, as a cosigner or otherwise, from
time to time from Lender, on such terms as may be agreed upon between the
Corporation and Lender, such sum or sums of money as in their judgment should
be borrowed, without limitation.


 


Execute Notes.  To execute and deliver to Lender the
promissory note or notes, or other evidence of the Corporation’s credit
accommodations, on Lender’s forms, at such rates of interest and on such terms
as may be agreed upon, evidencing the sums of money so borrowed or any of the
Corporation’s indebtedness to Lender, and also to execute and deliver to Lender
one or more renewals, extensions, modifications, refinancings, consolidations,
or substitutions for one or more of the notes, any portion of the notes, or any
other evidence of credit accommodations.


 


Execute Security Documents.  To execute and deliver to Lender the forms
of mortgage, deed of trust, pledge agreement, hypothecation agreement, and
other security agreements and financing statements which Lender may require and
which shall evidence the terms and conditions under and pursuant to which such
liens and encumbrances, or any of them, are given;  and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or nature,
which Lender may deem necessary or proper in connection with or pertaining to
the giving of the liens and encumbrances. 
Notwithstanding the foregoing, any one of the above authorized persons
may execute, deliver, or record financing statements.


 


Other Actions.  (1) 
Enter into derivative transactions, including but not limited to.  Interest rate swaps, caps, floors, collars,
swap options, and forwards; (2) Apply for letters of credit or seek the
issuance of banker’s acceptances under which the Corporation shall be liable to
the Lender for repayment.


 


Negotiate Items.  To draw, endorse, and discount with Lender
all drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Corporation  or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the Corporation’s account with Lender, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.


 


Further Acts.  In the case of lines of credit, to designate
additional or alternate individuals as being authorized to request advances
under such lines, and in all cases, to do and perform such other acts and
things, to pay any and all fees and costs, and to execute and deliver such
other documents and agreements, including agreements waiving the right to a
trial by jury, as the officers may in their discretion deem reasonably
necessary or proper in order to carry into effect the provisions of this
Resolution.


ASSUMED
BUSINESS NAMES. 
The Corporation has filed or record all documents or filings required by
law relating to all assumed business names used by the Corporation.  Excluding the name of the Corporation the
following is a complete list of all assumed business names under which the
Corporation does business: None.


 


NOTICES
TO LENDER.  The
Corporation will promptly notify Lender in writing at Lender’s address shown
above (or such other addresses as Lender may designate from time to time) prior
to any (A) change in the Corporation’s name; (B) change in the Corporation’s
assumed business name(s); (C) change in the management of the Corporation; (D)
change in the authorized signer(s); (E) change in the Corporation’s principal
office address; (F) change in the Corporation’s state of organization; (G)
conversion of the Corporation to a new or different type of business entity; or
(H) change in any other aspect of the Corporation that directly or indirectly
relates to any agreements between the Corporation and Lender.  No change in the Corporation’s name or state
of organization will take effect until after Lender has received notice.


 

















 


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS.  The officers named above are duly elected,
appointed, or employed by or for the Corporation, as the case may be, and
occupy the positions set opposite their respective names.  This Resolution now stands of record on the
books of the Corporation, is in full force and effect, and has not been
modified or revoked in any manner whatsoever.


 


NO
CORPORATE SEAL. 
The Corporation has no corporate seal, and therefore, no seal is affixed
to this Resolution.


 


CONTINUING
VALIDITY.  Any
and all acts authorized pursuant to this Resolution and performed prior to the
passage of this Resolution are hereby ratified and approved.  This Resolution shall be continuing, shall
remain in full force and effect and Lender may rely on it until written notice of
its revocation shall have been delivered to and received by Lender at Lender’s
address shown above (or such addresses as Lender may designate from time to
time).  Any such notice shall not affect
any of the Corporation’s agreements or commitments in effect at the time notice
is given.


 


IN
TESTIMONY WHEREOF, I have hereunto set my hand and
attest that the signatures set opposite the names listed above are their
genuine signatures.


 


I have read all the provisions
of this Resolution, and I personally and on behalf of the Corporation certify
that all statements and representations made in this Resolution are true and
correct.  This Corporate Resolution to
Borrow is dated July 22, 2003.


 


	
   

  	
  CERTIFIED TO
  AND ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael
  O. Quinn

  	
   

  
	
   

  	
  Michael O.
  Quinn, Secretary

  



 


NOTE: If the officers signing
the Resolution are designated by the foregoing document as one of the officers
authorized to act on the Corporation’s behalf, it is advisable to have this
Resolution signed by at least one non-authorized officer of the Corporation.


 


2

















 


New Mexico Utilities, Inc.


Phone:(505) 898-2661


Fax:(505) 898-6379


 


FAX TRANSMISSION


 


To:
Tom T


 


Fax
#:


 


From:
Bob Gay


 


Date:
12-12-03


 


Pages:
9 including this cover sheet.


 


COMMENTS: