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.

Continuing Effect of Credit Agreement. Except as modified pursuant hereto, no other changes or modifications to the Credit Agreement or any other Loan Document are intended or implied by this Agreement and in all other respects the Credit Agreement and the other Loan Documents hereby are ratified and reaffirmed by all parties hereto as of the date hereof. To the extent of any conflict between the terms of this Agreement, the Credit Agreement and the other Loan Documents, the terms of this Agreement will govern and control. The Credit Agreement and this Agreement will be read and construed as one agreement.

Credit Agreement and Other Documents. [[Organization B:Organization]] shall have received this Agreement and each Other Document duly executed and delivered by an authorized officer of each Loan Party and any third parties, as applicable (including, without limitation, all original stock certificates or other certificates evidencing the Subsidiary Stock and appropriate transfer powers with respect thereto);

Credit Agreement Schedules and Exhibits. [[Organization B:Organization]] shall have received supplemental Schedules to this Agreement reflecting the relevant information regarding the Applicant Borrower;