Exhibit






SECOND AMENDMENT TO
GUARANTEE OF PAYMENT
(LIMITED)


THIS SECOND AMENDMENT TO GUARANTEE OF PAYMENT (this “Amendment”) is entered into  as of June 1, 2016, by and between CONNECTICUT WATER SERVICE, INC., a Connecticut corporation (hereinafter referred to as the “Guarantor”), and  CoBANK, ACB, a federally chartered instrumentality of the United States (hereinafter referred to as “CoBank”).


BACKGROUND


A.    The Guarantor has executed and delivered to CoBank that certain Guarantee of Payment (Limited) dated as of October 29, 2012, as amended by the Amendment to Guarantee of Payment (Limited) dated as of March 5, 2013 (collectively, the “Existing Guarantee”) pursuant to which the Guarantor has guaranteed, among other things, payment of certain obligations of its wholly-owned subsidiary, The Connecticut Water Company (the “Company”), to CoBank as more particularly described in the Existing Guarantee as the “Guaranteed Obligations.” 


B.     The obligations under the Existing Guarantee are set forth in that certain Master Loan Agreement No. RI1087 dated as of October 29, 2012 (the “Master Loan Agreement”), as supplemented by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T01 in a principal amount not to exceed $8,000,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T02 in a principal amount not to exceed $14,795,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T03 in a principal amount not to exceed $17,045,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T04 in a principal amount not to exceed $14,805,000.00 and dated as of even date with the Master Loan Agreement, and by that certain Promissory Note and Single Advance Term Loan Supplement No. RI1087T05 in a principal amount not to exceed $14,550,000.00 and dated as of March 5, 2013. The Master Loan Agreement, as supplemented, is referred to in the Existing Guaranty as the (“Loan Agreement”).


C.    The Company has requested an increase to the Loan Agreement and CoBank is willing to extend the additional credit to the Company provided that the Guarantor agrees to guarantee this additional loan.


D.     In satisfaction of the condition and intending to benefit by the extension of additional credit by CoBank to the Company, the Guarantor is entering into this Amendment.


NOW, THEREFORE, in order to induce CoBank to extend additional credit to the Company and for good and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor and CoBank agree to amend the Existing Guarantee as follows:









		
	1.
	The Loan Agreement as defined in the Existing Guarantee is hereby amended to include that certain Promissory Note and Single Advance Term Loan Supplement No. RX10871T06 in a principal amount not to exceed $30,000,000 and dated as of June 1, 2016.




		
	2. 
	All references in the Existing Guarantee to the Guaranteed Obligation shall include all obligations under the Loan Agreement; as such term has been amended by this Amendment.




		
	3. 
	To the extent not inconsistent herewith, all other terms and conditions of the Existing Guarantee shall remain in full force and effect and the Guarantor hereby ratifies and confirms its guarantee of the Guaranteed Obligations of the Company, as amended by this Amendment.




		
	4.  
	This Amendment may be executed may be executed in counterparts (and by different parties in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. In addition, this Amendment may be delivered by electronic means.




(Signatures on next page(s)


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IN WITNESS WHEREOF, the Guarantor has caused this Amendment to be executed as of the date show above by its duly authorized officers.


CONNECTICUT WATER SERVICE, INC.


By: /s/  David C. Benoit                


Name:     David C. Benoit                


Title:  Senior Vice President – Finance and CFO    




COBANK, ACB


By: /s/  Shannon Smith                


Name: Shannon Smith                


Title: Assistant Corporate Secretary        


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