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AMENDMENT NO. 2 TO LOAN AGREEMENT
AND ASSUMPTION AGREEMENT
This Amendment No. 2 and Assumption Agreement (the "Amendment") dated as of February 18, 2004 is among
Bank of America, N.A. (the "Bank"), California Water Service Group ("Borrower 1"), CWS Utility Services
("Borrower 2") and New Mexico Water Service Company ("Borrower 3") ("Initial Borrowers") and Washington
Water Service Company ("Borrower 4") and Hawaii Water Service Company, Inc. ("Borrower 5") ("New
Borrowers"). (Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5 are sometimes referred to
collectively as the "Borrowers" and individually as the "Borrower").
A. The Bank and Initial Borrowers entered into a certain Business Loan Agreement dated as of February 28,
2003 (together with any previous amendments, the "Agreement").
B. Initial Borrowers, New Borrowers and the Bank desire to amend certain terms and provisions of the
Agreement as more specifically hereinafter set forth.
C. New Borrowers desire to be parties to and to assume the obligations under the Agreement jointly and
severally with Initial Borrowers.
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in
2. Assumption. Borrower 4 and Borrower 5 unconditionally, jointly and severally assume each and every
obligation under the Agreement, and by their respective signatures hereto they become parties to the Agreement.
3. Amendments. The Agreement is hereby amended as follows:
3.1 Throughout the Agreement, Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5, are
sometimes referred to collectively as the "Borrower."
3.2 Paragraph 7.3 of the Agreement is amended to read in its entirety as follows:
"7.3 Reduction of Debt Period. To reduce the amount of advances outstanding under this Agreement to not more
than Five Million Dollars ($5,000,000) for a period of at least thirty (30) consecutive days in each L