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:

#Section 1.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:

each Security Document.

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 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:

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.

Amendments to the Credit Agreement. As of the date of this Amendment, the Credit Agreement (including the schedules thereto) 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 double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Credit Agreement attached as Appendix A hereto.

Reference to the Credit Agreement. Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

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