CALIFORNIA WATER SERVICE GROUP
CWS UTILITY SERVICES
SECOND AMENDMENT TO BANK OF AMERICA CREDIT AGREEMENT
This SECOND AMENDMENT AGREEMENT, dated as of September, 23, 2002 (this "Agreement"), is among
the parties to that certain Credit Agreement, dated as of July 31, 2001 (as amended to date hereof, the "Credit
Agreement"), among CALIFORNIA WATER SERVICE GROUP, a Delaware corporation ("CWSG") and
CWS UTILITY SERVICES, a California corporation ("CUS" -- CWSG and CUS are each a "Borrower" and
are, collectively and severally, the "Borrowers"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line
Lender, and L/C Issuer.
The parties hereto agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement are used herein with the same meanings unless
otherwise specifically defined herein.
Section 2. Amendment to the Credit Agreement. The Credit Agreement is hereby amended to:
(a) Add a new defined term to Section 1.01 thereof, to be inserted in appropriate alphabetical order, as follows:
"Kaanapali Acquisition" means the acquisition by CWSG of the assets of Kaanapali Water Corporation;
provided that the total consideration for the acquisition does not exceed $8,000,000.
(b) Amend Section 7.03 thereof by changing the period (".") following clause (d) to "; and" and adding a new
clause (e) thereto as follows:
(e) CWSG may consummate the Kaanapali Acquisition.
Section 3. Effect. Except as specifically set forth herein, this Agreement does not limit, modify, amend, waive,
grant any consent with respect to, or otherwise affect (a) any right, power, or remedy of the Administrative Agent
or any Lender under the Credit Agreement or any other Loan Document or (b) any provision of the Credit
Agreement or any other Loan Document, all of which shall remain in full force and effect and are hereby ratified
and confirmed. This Agreement does not entitle, or impl