exhibit_10-2.htm


    Exhibit 10.2

     

    Execution
Copy

    

      SECOND
AMENDMENT TO REIMBURSEMENT AND CREDIT AGREEMENT

       

      This SECOND AMENDMENT TO REIMBURSEMENT AND
CREDIT AGREEMENT (the "Second Amendment") is
made and entered into this 23rd day of August, 2007 by and between THE CONNECTICUT WATER COMPANY,
a corporation duly organized and existing under the laws of the State of
Connecticut with an office at 93 West Main Street, Clinton, Connecticut 06413
(the "Borrower"), and CITIZENS BANK OF RHODE ISLAND,
with an office at One Citizens Plaza, Providence, Rhode Island 02903,
(the "Bank").

       

      WITNESSETH:

       

      WHEREAS,
the Connecticut Development Authority issued and sold $5,000,000 Water
Facilities Refunding Revenue Bonds (The Connecticut Water Company Project-2004A
Series (the “Bonds”) and loaned funds to the Borrower pursuant to the terms of
the Indenture;

       

      WHEREAS,
the Borrower and the Bank entered into a Reimbursement and Credit Agreement,
dated as of August 1, 2004, to provide for an irrevocable direct pay letter of
credit to be issued by the Bank for the account of the Borrower to secure the
Bonds, as amended by a First Amendment to Reimbursement and Credit Agreement
dated April 28, 2006 by and between the Borrower and the Bank (collectively, the
“Agreement”).  Capitalized terms used in this Second Amendment and not
otherwise defined herein shall have the meanings ascribed thereto in the
Agreement;

       

      WHEREAS,
the Borrower wishes to increase the amount of the Borrower’s Permitted
Indebtedness to the Connecticut Development Authority; and

       

      WHEREAS,
the Borrower wishes to increase the amount of the Borrower’s Permitted
Indebtedness to Connecticut Water Service, Inc. or the Borrower’s Affiliates
allowed under the Agreement.

       

      NOW
THEREFORE, in consideration of the premises, mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the
parties hereto, each being legally bound hereby, as follows:

       

      1.           Clause
(v) of the definition of Permitted Indebtedness in subsection 1.01 of the
Agreement is hereby deleted and replaced by the following:

       

      “(v)
indebtedness to the CDA, Connecticut Water Service, Inc. or Borrower’s
Affiliates related to new money bonds to be issued through the CDA prior to
March 4, 2006 not exceeding Fifteen Million Dollars ($15,000,000) in the
aggregate and indebtedness to the CDA related to new money bonds to be issued
through the CDA during the period from June 1, 2007 through December 31, 2008
not exceeding Fifteen Million Dollars in the aggregate;”

       

      2.           Clause
(vi) of the definition of Permitted Indebtedness in subsection 1.01 of the
Agreement is hereby deleted and replaced by the following:

       

      “(vi)
indebtedness, in addition to the indebtedness described in Subsection (v), to
Connecticut Water Service, Inc. or Borrower’s Affiliates not exceeding
Twenty-one Million Dollars ($21,000,000) in the aggregate; and”

       

      3.           This
Second Amendment may be executed in counterparts and all such counterparts shall
be deemed to be originals and together shall constitute but one and the same
instrument.

       

      4.           Except
as expressly provided herein, the Agreement is unmodified and remains in full
force and effect.

       

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
executed this Second Amendment as of the date first written above.

       

      THE CONNECTICUT WATER
COMPANY

      


      


      By:           /s/ David C.
Benoit

      Name:  David C.
Benoit

      Title:    Vice
President-Finance and Chief Financial
Officer

      


      


      


      CITIZENS BANK OF RHODE
ISLAND

      


      


      By:           /s/ Anthony
Castellon

      Name: Anthony Castellon

      Title: Senior Vice
President