Amendments to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

Amendment to Credit Agreement. A new [Article XVI], [Section 16.1] is hereby added to the Credit Agreement to read as follows:

each Security Document.

Amended and Restated Definitions. Each of the following definitions set forth in Section 1.01 of the Credit Agreement are hereby deleted in their entirety and the following inserted in lieu thereof, respectively:

Contracts Amended or Terminated. The following Company contracts shall have been amended, terminated or paid in full to Buyer’s satisfaction: # intercompany agreements between the Company on the one hand and Seller and its affiliates on the other hand; # the engineering contracts for the design of a new wastewater treatment plant to service Milton; and # all Seller’s financing arrangements, including, without limitation, with respect to lines of credit from PNC.

Amended or Terminated Contracts. Documentation demonstrating that the contracts identified in Section 7(f) above have been amended or terminated and all related payments have been made.

AMENDED OR SUPPLEMENTED PROSPECTUS. The Stockholders agree that, upon receipt of any notice from the Company described in Section 4.1 hereof that suspends an effective registration statement, the Stockholders shall forthwith discontinue disposition of Registrable Shares until such Stockholder’s receipt of copies of a supplemented or amended prospectus from the Company, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. If so directed by the Company, the Stockholders will deliver to the Company all copies of the prospectus covering such Registrable Shares current at the time of receipt of such notice of suspension.

Amendment to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement (excluding all Schedules and Exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Credit Agreement and Loan Documents. The Lender (or its counsel) shall have received # from each party hereto either # a counterpart of this Agreement signed on behalf of such party or # written evidence satisfactory to the Lender (which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and # duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Lender shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including a written opinion of the Borrower’s counsel, addressed to the Lender in form and substance reasonably satisfactory to the Lender.

Amendments to the Credit Agreement. The Credit Agreement is amended as follows: