exhibit_10-5.htm


    Exhibit 10.5

     

    Execution
Copy

    
 

    THIRD
AMENDMENT TO REIMBURSEMENT AND CREDIT AGREEMENT

     

    This THIRD AMENDMENT TO REIMBURSEMENT AND
CREDIT AGREEMENT (the “Third Amendment”) is
made and entered into this 1st day of June, 2009 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 and a Second
Amendment to Reimbursement and Credit Agreement dated August 23, 2007 by and
between the Borrower and the Bank (collectively, the “Agreement”).  Capitalized
terms used in this Third 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;

     

    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; and

     

    WHEREAS,
the Bank wishes to increase the amount of interest that accrues on amounts drawn
down from the Letter of Credit pursuant to Section 2.04(a) of 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 ($15,000,000) in the
aggregate and indebtedness to the CDA related to new money bonds to be issued
through the CDA during the period from June 1, 2009 through December 31, 2010
not exceeding Twenty Million Dollars ($ 20,000,000) 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 Forty
Million Dollars ($40,000,000) in the aggregate; and”

     

    3.           The
last two sentences of subsection 2.04(a) of the Agreement are hereby deleted and
replace by the following:

     

    “Interest
shall accrue on all such amounts drawn down at the rate of  Base Rate
plus three hundred (300) basis points and shall be paid monthly in arrears on
the first Business Day of each month.  In the event that the Bonds
remain nonmarketable for longer than 180 days, interest shall accrue on all such
amounts at the rate of the Base Rate plus three hundred and fifty (350) basis
points and shall be paid monthly in arrears on the first Business Day of each
month.”

     

    4.           This
Third 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.

     

    5.           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 Third 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