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$62	Preview Full Doc	2003	Underwriting Agreement Underwriting Agreement (145K) Doc #927848: Click preview link for longer preview. CONSOLIDATED WATER CO. LTD. ORDINARY SHARES ------------------- UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania June 30, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 . . . 927848	Consolidated Consolidated Water Co. Ltd. ( Water Utilities ) As referenced in this Underwriting Agreement: CONSOLIDATED WATER CO. – EX-1 3 d07455aexv1.txt EX-1 UNDERWRITING AGREEMENT EXHIBIT 1 1,767,662 SHARES CONSOLIDATED WATER CO. LTD. ORDINARY SHARES ------------------- UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania June 30, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto _____________ Consolidated Water Co. – WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladies and Gentlemen: Consolidated Water Co. Ltd., a Cayman Islands corporation ("CWCO"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for _____________ Consolidated Water Co. – LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103, Attention: Justin P. Klein, Esquire, facsimile number (215) 864-8999; if sent to CWCO, shall be mailed, delivered or telecopied and confirmed to Consolidated Water Co. Ltd., Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, Cayman Islands, B.W.I., Attention: Jeffrey M. Parker, facsimile number (345) 949-2957, with a copy _____________ CONSOLIDATED WATER CO. – your understanding of our agreement, please sign and return to CWCO the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CONSOLIDATED WATER CO. LTD. By: /s/ Jeffrey M. Parker ----------------------------------------------- Jeffrey M. Parker Chairman, Chief Executive Officer ARGYLE/CAY-WATER, LTD., the selling shareholder named in Schedule II hereto By: Argyle Partners, Ltd., _____________ dt 1499056 ; Akin Gump Akin, Gump, Strauss, Hauer & Feld LLP ( Legal ) As referenced in this Underwriting Agreement: Akin, Gump – Barrow & Williams, Belize counsel to CWCO, Conyers Dill & Pearman, British Virgin Islands counsel to CWCO, Mackay & Moxey, Bahamas counsel to CWCO and Peter Evelyn & Co., Barbados counsel to CWCO and Akin, Gump , Strauss, Hauer & Feld, L.L.P., counsel for the Selling Shareholder, dated as of each such date and addressed to the Representatives individually and as representatives of the several _____________ Akin Gump – confirmed to J. Bruce Bugg, Jr. c/o Argyle Partners, Ltd., Nations Bank Plaza 300 Convent Street, Suite 1500, San Antonio, Texas 78205, with a copy to Eliot D. Raffkind, Akin Gump Strauss Hauer & Feld LLP, 1700 Pacific Avenue, Suite 4100, Dallas, Texas 75201. 16. PARTIES. This Agreement shall inure solely to the benefit of, and shall be binding upon, the several _____________ Akin, Gump – officials, all of which certificates must be satisfactory in form and scope to counsel for the Underwriters. A-3 EXHIBIT B Matters to be Covered in the Opinion of Akin, Gump , Strauss, Hauer & Feld, L.L.P. Counsel for the Selling Shareholder 1. This Agreement has been duly executed and delivered by or on behalf of the Selling Shareholder and _____________ dt 1524015 ;	Edwards & Angell Edwards & Angell, LLP ( Legal ) As referenced in this Underwriting Agreement: Edwards & Angell, – each of the persons listed on Schedule III hereto. (d) On the Closing Date and any Option Closing Date, there shall have been delivered to the Representatives signed opinions of Edwards & Angell, LLP, United States. securities law counsel to CWCO, Charles Adams, Ritchie and Duckworth, Cayman Islands counsel to CWCO, Barrow & Williams, Belize counsel to CWCO, Conyers Dill & Pearman, British Virgin _____________ Edwards & Angell, – Ltd., Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, Cayman Islands, B.W.I., Attention: Jeffrey M. Parker, facsimile number (345) 949-2957, with a copy to Edwards & Angell, LLP, 350 East Las Olas Boulevard, Suite 1150, Fort Lauderdale, Florida 33301-4215, Attention: Leslie J. Croland, P.A., facsimile number (954) 727-2601; if sent to the Selling _____________ dt 1500978
$57	Preview Full Doc	2003	Underwriting Agreement Underwriting Agreement (143K) Doc #927881: Click preview link for longer preview. 1,767,662 SHARES CONSOLIDATED WATER CO. LTD. ORDINARY SHARES ------------------- UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania ________ __, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto c/o . . . 927881	Consolidated Consolidated Water Co. Ltd. ( Water Utilities ) As referenced in this Underwriting Agreement: CONSOLIDATED WATER CO. – EX-1.1 3 g80228exv1w1.txt FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT 1,767,662 SHARES CONSOLIDATED WATER CO. LTD. ORDINARY SHARES ------------------- UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania ________ __, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto _____________ Consolidated Water Co. – WELLS FARGO SECURITIES, LLC As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladies and Gentlemen: Consolidated Water Co. Ltd., a Cayman Islands corporation ("CWCO"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for _____________ Consolidated Water Co. – Street, Philadelphia, Pennsylvania 19103, Attention: Justin P. Klein, Esquire, facsimile number (215) 864-8999; if sent to CWCO, shall be mailed, delivered, telexed, telegrammed, telegraphed or telecopied and confirmed to Consolidated Water Co. Ltd., Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, Cayman Islands, B.W.I., Attention: Jeffrey M. Parker, facsimile number (345) 949-2957, with a copy _____________ CONSOLIDATED WATER CO. – your understanding of our agreement, please sign and return to CWCO the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CONSOLIDATED WATER CO. LTD. By: -------------------------------------- Jeffrey M. Parker Chairman, Chief Executive Officer Selling Shareholder named in Schedule II hereto By: -------------------------------------- Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted as _____________ dt 1499057 ; Akin Gump Akin, Gump, Strauss, Hauer & Feld LLP ( Legal ) As referenced in this Underwriting Agreement: Akin, Gump – Date and any Option Closing Date, there shall have been delivered to the Representatives signed opinions of Edwards & Angell, LLP and Charles Adams, Ritchie and Duckworth, counsels for CWCO and Akin, Gump , Strauss, Hauer & Feld, L.L.P., counsel for the Selling Shareholder, dated as of each such date and addressed to the Representatives individually and as representatives of the several _____________ Akin, Gump – officials, all of which certificates must be satisfactory in form and scope to counsel for the Underwriters. A-3 EXHIBIT B Matters to be Covered in the Opinion of Akin, Gump , Strauss, Hauer & Feld, L.L.P. Counsel for the Selling Shareholder 1. This Agreement has been duly executed and delivered by or on behalf of the Selling Shareholder and _____________ dt 1524016 ;	Edwards & Angell Edwards & Angell, LLP ( Legal ) As referenced in this Underwriting Agreement: Edwards & Angell, – each of the persons listed on Schedule III hereto. (d) On the Closing Date and any Option Closing Date, there shall have been delivered to the Representatives signed opinions of Edwards & Angell, LLP and Charles Adams, Ritchie and Duckworth, counsels for CWCO and Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the Selling Shareholder, dated as of each such _____________ Edwards & Angell, – Ltd., Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, Cayman Islands, B.W.I., Attention: Jeffrey M. Parker, facsimile number (345) 949-2957, with a copy to Edwards & Angell, LLP, 350 East Las Olas Boulevard, Suite 1150, Fort Lauderdale, Florida 33301-4215, Attention: Leslie J. Croland, P.A., facsimile number (954) 727-2601; if sent to the Selling _____________ dt 1500979
$77	Preview Full Doc	2006	Indenture of Trust Indenture of Trust (223K) Doc #928257: Click preview link for longer preview. Exhibit 4.31 [EXECUTION COPY] CONNECTICUT DEVELOPMENT AUTHORITY to U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE OF TRUST Dated as of October 1, 2005 Connecticut Development Authority $5,000,000 Water Facilities Revenue Bonds (The Crystal Water Company of Danielson Project — 2005A Series) Exhibit 4.31 TABLE OF CONTENTS . . . 928257	Connecticut Connecticut Water Service Inc. ( Water Utilities ) As referenced in this Indenture of Trust: Connecticut Water Service, Inc. – price, if any, of and interest on the Bonds when due and the performance of all of the Borrower’s payment obligations under the Agreement have been guaranteed by Connecticut Water Service, Inc. (the “Guarantor”) pursuant to the Guaranty (the “Guaranty”) dated as of October 1, 2005 between the Guarantor and the Trustee; and WHEREAS, the Bonds shall _____________ Connecticut Water Service, Inc. – Indenture by the acceptance of this bond. The payment of the principal and redemption price, if any, of and interest on the Bonds has been guaranteed to the Trustee by Connecticut Water Service, Inc. pursuant to a Guaranty, dated as of October 1, 2005. Event of Default. In case any Event of Default occurs and is continuing, the principal amount of this bond _____________ Connecticut Water Service, Inc. – Bond Insurer. “Fund” or “Funds” shall mean the Fund or Funds established pursuant to Article V herein below. -19- Exhibit 4.31 “Guarantor” means Connecticut Water Service, Inc. , a Connecticut corporation, and any and each successor thereto or assignee thereof. “Guaranty” means the Guaranty from the Guarantor to the Trustee, dated as of October 1, _____________ dt 1334869 ; Connecticut Connecticut Water Service Inc. ( Water Utilities ) As referenced in this Indenture of Trust: Connecticut Water Service, Inc. – price, if any, of and interest on the Bonds when due and the performance of all of the Borrower’s payment obligations under the Agreement have been guaranteed by Connecticut Water Service, Inc. (the “Guarantor”) pursuant to the Guaranty (the “Guaranty”) dated as of October 1, 2005 between the Guarantor and the Trustee; and WHEREAS, the Bonds shall _____________ Connecticut Water Service, Inc. – Indenture by the acceptance of this bond. The payment of the principal and redemption price, if any, of and interest on the Bonds has been guaranteed to the Trustee by Connecticut Water Service, Inc. pursuant to a Guaranty, dated as of October 1, 2005. Event of Default. In case any Event of Default occurs and is continuing, the principal amount of this bond _____________ Connecticut Water Service, Inc. – Bond Insurer. “Fund” or “Funds” shall mean the Fund or Funds established pursuant to Article V herein below. -19- Exhibit 4.31 “Guarantor” means Connecticut Water Service, Inc. , a Connecticut corporation, and any and each successor thereto or assignee thereof. “Guaranty” means the Guaranty from the Guarantor to the Trustee, dated as of October 1, _____________ dt 1499045 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Indenture of Trust: Federal National Mortgage Association – itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations -15- Exhibit 4.31 3. Federal National Mortgage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations _____________ FNMA – Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations -15- Exhibit 4.31 3. Federal National Mortgage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations 6. _____________ Fannie Mae – System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations -15- Exhibit 4.31 3. Federal National Mortgage Association (FNMA or Fannie Mae ) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations 6. Farm Credit System _____________ FNMA – Direct obligations of the United States of America referred to in Section A above, or (2) Obligations of federal agencies referred to in Section B above, or (3) Obligations of FNMA and FHLMC b. The term of the Repos may be up to 30 days. c. The collateral for the Repos must be delivered to the municipal entity (or borrower _____________ FNMA – 104% of the value of the cash transferred by the municipal entity, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. (3) A legal opinion which must be delivered to the municipal entity (or borrower in a conduit financing undertaken _____________ dt 1438457 ;	Freddie Mac Freddie Mac ( Consumer Financial Services ) As referenced in this Indenture of Trust: Freddie Mac) – securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations -15- Exhibit 4.31 3. Federal National Mortgage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing _____________ dt 1328214 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Indenture of Trust: U.S. BANK NATIONAL ASSOCIATION, – exv4w31 Exhibit 4.31 [EXECUTION COPY] CONNECTICUT DEVELOPMENT AUTHORITY to U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE OF TRUST Dated as of October 1, 2005 Connecticut Development Authority $5,000,000 Water Facilities Revenue Bonds (The Crystal Water Company of Danielson Project — _____________ U.S. BANK NATIONAL ASSOCIATION, – as of October 1, 2005, by and between the CONNECTICUT DEVELOPMENT AUTHORITY, a body corporate and politic constituting a public instrumentality and political subdivision of the State of Connecticut, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United _____________ U.S. Bank National Association, – principal and premium, if any, of this Bond is payable to the REGISTERED OWNER hereof but only upon presentation and surrender of this bond at the corporate trust office of U.S. Bank National Association, as Paying Agent (with its successors, the “Paying Agent”). Interest is payable by check or draft mailed by the Paying Agent to the REGISTERED OWNER of this _____________ U.S. Bank National Association, – October 1, 2005 (which Indenture as from time to time amended and supplemented is herein referred to as the “Indenture”), duly executed and delivered by the Authority to U.S. Bank National Association, as trustee (with its successors, the “Trustee”), and are equally and ratably secured by and entitled to the protection of the Indenture, which is on file in _____________ U.S. BANK NATIONAL ASSOCIATION, – 31 [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within mentioned Indenture. Date of Registration: U.S. BANK NATIONAL ASSOCIATION, Trustee By: /s/ Cauna M. Silva Cauna M. Silva, Vice President Authorized Signature U.S. BANK NATIONAL ASSOCIATION, Paying Agent By /s/ Cauna M. Silva Cauna M. Silva, Vice _____________ dt 1342368
$43	Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (93K) Doc #929524: Click preview link for longer preview. 1,700,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the "COMPANY"), proposes to sell to . . . 929524	Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: Aqua America, Inc. – EX-1.1 2 w68617exv1w1.txt UNDERWRITING AGREEMENT, DATED NOVEMBER 9, 2004 EXHIBIT 1.01 EXECUTION VERSION 1,700,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson _____________ Aqua America, Inc. – AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the "COMPANY"), proposes to sell to the underwriters (the "UNDERWRITERS") named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc. are acting as Representatives ( _____________ Aqua America, Inc. – telecopied or telegraphed and confirmed as follows: if to the Underwriters, to A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, MO 63103, Attention: Les Krone. To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, Lewis & _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: NICHOLAS DEBENEDICTIS ________________________________ Name: Nicholas DeBenedictis Title: Chairman, Chief Executive Officer and President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above _____________ Aqua America, Inc. – Pennsylvania, Inc. Aqua Utilities, Inc. S-2 SCHEDULE III FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the "RESTRICTED GROUP") of Aqua America, Inc. (the "COMPANY"), understands that A.G. Edwards & Sons, Inc. and Janney Montgomery Scott LLC (the "UNDERWRITERS"), propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with the Company _____________ dt 1334837 ; Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: Aqua America, Inc. – EX-1.1 2 w68617exv1w1.txt UNDERWRITING AGREEMENT, DATED NOVEMBER 9, 2004 EXHIBIT 1.01 EXECUTION VERSION 1,700,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson _____________ Aqua America, Inc. – AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the "COMPANY"), proposes to sell to the underwriters (the "UNDERWRITERS") named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc. are acting as Representatives ( _____________ Aqua America, Inc. – telecopied or telegraphed and confirmed as follows: if to the Underwriters, to A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, MO 63103, Attention: Les Krone. To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, Lewis & _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: NICHOLAS DEBENEDICTIS ________________________________ Name: Nicholas DeBenedictis Title: Chairman, Chief Executive Officer and President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above _____________ Aqua America, Inc. – Pennsylvania, Inc. Aqua Utilities, Inc. S-2 SCHEDULE III FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the "RESTRICTED GROUP") of Aqua America, Inc. (the "COMPANY"), understands that A.G. Edwards & Sons, Inc. and Janney Montgomery Scott LLC (the "UNDERWRITERS"), propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with the Company _____________ dt 1498937 ; A.G. Edwards A.G. Edwards & Sons, Inc. ( Investment Services ) As referenced in this Underwriting Agreement: A.G. Edwards & Sons, Inc – UNDERWRITING AGREEMENT, DATED NOVEMBER 9, 2004 EXHIBIT 1.01 EXECUTION VERSION 1,700,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc . Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the "COMPANY"), _____________ A.G. Edwards & Sons, Inc – EXECUTION VERSION 1,700,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT November 9, 2004 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc . One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the "COMPANY"), proposes to sell to the underwriters (the "UNDERWRITERS") named in Schedule _____________ A.G. Edwards & Sons, Inc – St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the "COMPANY"), proposes to sell to the underwriters (the "UNDERWRITERS") named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc . are acting as Representatives (the "REPRESENTATIVES") an aggregate of 1,700,000 shares of the Company's Common Stock, $.50 par value (the "FIRM SHARES"). The respective amounts of _____________ A.G. Edwards & Sons, Inc – plan in effect on the date of this Agreement, in each case for a period of 90 days after the date of this Agreement, without the prior written consent of A.G. Edwards & Sons, Inc . The foregoing restrictions shall not apply to any grants of stock options or restricted stock pursuant to the terms of an equity compensation or similar plan in effect on _____________ A.G. Edwards & Sons, Inc – has the right to direct the disposition of) for a period of 90 days after the date of this Agreement, directly or indirectly, except with the prior written consent of A.G. Edwards & Sons, Inc .; provided, however, that such restriction shall not apply to (A) sales by such persons of up to 25,000 shares of Common Stock of the Company in the aggregate _____________ dt 1323641 ;	Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Underwriting Agreement: Davis Polk & Wardwell – of its business as conducted as of the date of the Prospectus except where such noncompliance would not have a Material Adverse Effect. (d) The Representatives shall have received from Davis Polk & Wardwell ("DAVIS POLK"), counsel for the Underwriters, an opinion dated the Closing Date or the Option Closing Date, as the case may be, substantially to the effect specified in subparagraph ( _____________ dt 1440046 ; Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Underwriting Agreement: Morgan, Lewis & Bockius – would prevent the issuance of the Shares. (b) The Representatives shall have received on the Closing Date or the Option Closing Date, as the case may be, the opinions of Morgan, Lewis & Bockius LLP ("MORGAN LEWIS"), counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriters (and stating that it _____________ Morgan, Lewis & Bockius – Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 Attention: Stephen A. Jannetta, Esq. Fax: (215) 963-5001 11. TERMINATION. This Agreement may be terminated by you, as Representatives, by written _____________ dt 1373045
$48	Preview Full Doc	2006	Security Agreement Security Agreement (41K) Doc #1709733: Click preview link for longer preview. SECURITY AGREEMENT SECURITY AGREEMENT (this ï¿½Agreementï¿½), dated as of February 10, 2006, by and among Basin Water, Inc., a California corporation (ï¿½Basin Waterï¿½) Bion, a California corporation (ï¿½Bionï¿½), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the ï¿½Secured Partyï¿½). WITNESSETH: WHEREAS, pursuant to a Subordinated Note with Warrants Purchase Agreement, dated the date hereof, between Basin Water and the Secured Party (the ï¿½Purchase Agreementï¿½), Basin Water has agreed to issue to the . . . 1709733	Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Security Agreement: Aqua America, Inc. – 12636 High Bluff Drive, Suite 400 San Diego, CA 92130 Attention: Faye H. Russell, Esquire Telephone No.: (858) 523-5400 Facsimile No.: (858) 523-5450 If to the Secured Party: Aqua America, Inc. 762 West Lancaster Avenue Bryn Mawr, Pennsylvania 19010-3489 Attention: General Counsel Telephone No.: (610) 527-8000 Facsimile No.: (610) 645-1061 with a copy (which copy shall not _____________ AQUA AMERICA, INC. – above written. BASIN WATER, INC. By: /s/ Thomas C. Tekulve Thomas C. Tekulve Chief Financial Officer, Treasurer and Secretary BION By: /s/ Thomas C. Tekulve Name: Thomas C. Tekulve Title: AQUA AMERICA, INC. By: /s/ David P. Smeltzer Name: David P. Smeltzer Title: Chief Financial Officer and Senior Vice PresidentFinance EXHIBIT A SUBSIDIARIES OF THE COMPANY Bion EXHIBIT B COLLATERAL LOCATIONS EXHIBIT _____________ dt 1334840 ; Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Security Agreement: Aqua America, Inc. – 12636 High Bluff Drive, Suite 400 San Diego, CA 92130 Attention: Faye H. Russell, Esquire Telephone No.: (858) 523-5400 Facsimile No.: (858) 523-5450 If to the Secured Party: Aqua America, Inc. 762 West Lancaster Avenue Bryn Mawr, Pennsylvania 19010-3489 Attention: General Counsel Telephone No.: (610) 527-8000 Facsimile No.: (610) 645-1061 with a copy (which copy shall not _____________ AQUA AMERICA, INC. – above written. BASIN WATER, INC. By: /s/ Thomas C. Tekulve Thomas C. Tekulve Chief Financial Officer, Treasurer and Secretary BION By: /s/ Thomas C. Tekulve Name: Thomas C. Tekulve Title: AQUA AMERICA, INC. By: /s/ David P. Smeltzer Name: David P. Smeltzer Title: Chief Financial Officer and Senior Vice PresidentFinance EXHIBIT A SUBSIDIARIES OF THE COMPANY Bion EXHIBIT B COLLATERAL LOCATIONS EXHIBIT _____________ dt 1498940 ;	Basin Water Basin Water, Inc.
$43	Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (103K) Doc #2068736: Click preview link for longer preview. 1,750,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT June 7, 2006 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the ?Company?), proposes to sell to the underwriters (the ?Underwriters?) named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc. is acting as Representative (the ?Representative?) an aggregate . . . 2068736	Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: Aqua America, Inc. – exv1w1 EX-1.1 2 w21710kexv1w1.htm UNDERWRITING AGREEMENT 1,750,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT June 7, 2006 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One _____________ Aqua America, Inc. – 7, 2006 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc. is acting as _____________ Aqua America, Inc. – or telegraphed and confirmed as follows: if to the Underwriters, to A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, MO 63130. Attention: Equity Syndicate. To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, Lewis & _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: /s/ Nicholas DeBenedictis Name: Nicholas DeBenedictis Title: Chairman 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. A.G. EDWARDS & _____________ Aqua America, Inc. – III PERMITTED FREE WRITING PROSPECTUSES None. S-3 SCHEDULE IV FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the Restricted Group) of Aqua America, Inc. (the Company), understands that A.G. Edwards & Sons, Inc., on behalf of the Underwriters listed on Schedule I to the Underwriting Agreement (as defined below) (the Underwriters), proposes _____________ dt 1334841 ;	Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: Aqua America, Inc. – exv1w1 EX-1.1 2 w21710kexv1w1.htm UNDERWRITING AGREEMENT 1,750,000 Shares Aqua America, Inc. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT June 7, 2006 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One _____________ Aqua America, Inc. – 7, 2006 A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I hereto, for whom A.G. Edwards & Sons, Inc. is acting as _____________ Aqua America, Inc. – or telegraphed and confirmed as follows: if to the Underwriters, to A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, MO 63130. Attention: Equity Syndicate. To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, Lewis & _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: /s/ Nicholas DeBenedictis Name: Nicholas DeBenedictis Title: Chairman 36 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. A.G. EDWARDS & _____________ Aqua America, Inc. – III PERMITTED FREE WRITING PROSPECTUSES None. S-3 SCHEDULE IV FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the Restricted Group) of Aqua America, Inc. (the Company), understands that A.G. Edwards & Sons, Inc., on behalf of the Underwriters listed on Schedule I to the Underwriting Agreement (as defined below) (the Underwriters), proposes _____________ dt 1498941
$53	Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (124K) Doc #2387389: Click preview link for longer preview. 3,500,000 Shares AQUA AMERICA, INC. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT August 10, 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the ?Company?), proposes to sell to the underwriters (the ?Underwriters?) named in Schedule I-A hereto, for whom UBS Securities LLC is . . . 2387389	Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: AQUA AMERICA, INC. – exv1w1 EX-1.1 2 w23768kexv1w1.htm UNDERWRITING AGREEMENT Exhibit 1.1 3,500,000 Shares AQUA AMERICA, INC. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT August 10, 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 _____________ Aqua America, Inc. – 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I-A hereto, for whom UBS Securities LLC is acting as Representative (the _____________ Aqua America, Inc. – telegraphed and confirmed as follows: To the Underwriters: UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Attention: Equity Capital Markets Fax: (212) 713-1205 To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 38 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: /s/ David P. Smeltzer Name: David P. Smeltzer Title: Sr. VP CFO 43 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above _____________ Aqua America, Inc. – 22.650 $21.857 $0.793 A-5 SCHEDULE V FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the Restricted Group) of Aqua America, Inc. (the Company), understands that UBS Securities LLC, on behalf of the Underwriters listed on Schedule I to the Underwriting Agreement (as defined below) (the Underwriters) and UBS Securities LLC, _____________ dt 1563557 ; Aqua America Aqua America, Inc. ( Water Utilities ) As referenced in this Underwriting Agreement: AQUA AMERICA, INC. – exv1w1 EX-1.1 2 w23768kexv1w1.htm UNDERWRITING AGREEMENT Exhibit 1.1 3,500,000 Shares AQUA AMERICA, INC. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT August 10, 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 _____________ Aqua America, Inc. – 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc. , a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I-A hereto, for whom UBS Securities LLC is acting as Representative (the _____________ Aqua America, Inc. – telegraphed and confirmed as follows: To the Underwriters: UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Attention: Equity Capital Markets Fax: (212) 713-1205 To the Company: Aqua America, Inc. 762 W. Lancaster Avenue Bryn Mawr, PA 19010 38 Attention: Roy H. Stahl, Esq. Executive Vice President and General Counsel Fax: (610) 645-1061 with a copy to: Morgan, _____________ AQUA AMERICA, INC. – and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, AQUA AMERICA, INC. By: /s/ David P. Smeltzer Name: David P. Smeltzer Title: Sr. VP CFO 43 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above _____________ Aqua America, Inc. – 22.650 $21.857 $0.793 A-5 SCHEDULE V FORM OF LOCK-UP AGREEMENT The undersigned, being one of the executive officers or directors (together, the Restricted Group) of Aqua America, Inc. (the Company), understands that UBS Securities LLC, on behalf of the Underwriters listed on Schedule I to the Underwriting Agreement (as defined below) (the Underwriters) and UBS Securities LLC, _____________ dt 1498942 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Underwriting Agreement: UBS Securities LLC – exv1w1 EX-1.1 2 w23768kexv1w1.htm UNDERWRITING AGREEMENT Exhibit 1.1 3,500,000 Shares AQUA AMERICA, INC. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT August 10, 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc., _____________ UBS Securities LLC – 000 Shares AQUA AMERICA, INC. Common Stock ($.50 Par Value) UNDERWRITING AGREEMENT August 10, 2006 UBS Securities LLC A.G. Edwards & Sons, Inc. Janney Montgomery Scott LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in _____________ UBS Securities LLC – NY 10171-0026 Ladies and Gentlemen: Aqua America, Inc., a Pennsylvania corporation (the Company), proposes to sell to the underwriters (the Underwriters) named in Schedule I-A hereto, for whom UBS Securities LLC is acting as Representative (the Representative), acting severally and not jointly, an aggregate of 500,000 shares of the Companys common stock, $.50 par value (the Primary Firm Securities). _____________ UBS Securities LLC – and not jointly, are set forth opposite their names in Schedule I-A hereto under the heading Number of Primary Firm Securities to Be Purchased. In addition, the Company and UBS Securities LLC , in its capacity as agent for the Forward Counterparty (as defined below) (the Forward Seller), at the request of the Company in connection with the Forward Agreement (as defined _____________ UBS Securities LLC – Securities to the Forward Counterparty under the Forward Agreement (whether pursuant to physical settlement, net share settlement, as a result of acceleration or otherwise), without the prior written consent of UBS Securities LLC at its sole discretion. The foregoing restrictions shall not apply to any grants of stock options or restricted stock pursuant to the terms of an equity compensation or similar _____________ dt 1599785
$60	Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (138K) Doc #2568125: Click preview link for longer preview. 1,500,000 SHARES CONSOLIDATED WATER CO. LTD. ORDINARY SHARES UNDERWRITING AGREEMENT Philadelphia, Pennsylvania October __, 2006 JANNEY MONTGOMERY SCOTT LLC BOENNING & SCATTERGOOD, INC. BREAN MURRAY, CARRET & CO., LLC THE SEIDLER COMPANIES INCORPORATED As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladies and Gentlemen: Consolidated Water Co. Ltd., a Cayman Islands corporation (ï¿½CWCOï¿½), proposes, subject to the terms and . . . 2568125	Consolidated Consolidated Water Co. Ltd. ( Water Utilities ) As referenced in this Underwriting Agreement: CONSOLIDATED WATER CO. – EX-1.1 Form of Underwriting Agreement EX-1.1 2 g03508exv1w1.htm EX-1.1 FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 1,500,000 SHARES CONSOLIDATED WATER CO. LTD. ORDINARY SHARES UNDERWRITING AGREEMENT Philadelphia, Pennsylvania October __, 2006 JANNEY MONTGOMERY SCOTT LLC BOENNING & SCATTERGOOD, INC. BREAN MURRAY, CARRET & CO., LLC THE SEIDLER COMPANIES INCORPORATED As _____________ Consolidated Water Co. – THE SEIDLER COMPANIES INCORPORATED As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladies and Gentlemen: Consolidated Water Co. Ltd., a Cayman Islands corporation (CWCO), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the Underwriters), for _____________ Consolidated Water Co. – LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103, Attention: Justin P. Klein, Esquire, facsimile number (215) 864-9166; if sent to CWCO, shall be mailed, delivered or telecopied and confirmed to Consolidated Water Co. Ltd., Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, Cayman Islands, B.W.I., Attention: Jeffrey M. Parker, facsimile number (345) 949-2957, with a copy _____________ CONSOLIDATED WATER CO. – your understanding of our agreement, please sign and return to CWCO the enclosed duplicate hereof, whereupon it will become a binding agreement in accordance with its terms. Very truly yours, CONSOLIDATED WATER CO. LTD. By: Frederick W. McTaggart President and Chief Executive Officer 35 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. JANNEY MONTGOMERY SCOTT _____________ dt 1620468
$47	Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (134K) Doc #2576938: Click preview link for longer preview. 1,300,000 SHARES MIDDLESEX WATER COMPANY COMMON STOCK UNDERWRITING AGREEMENT Philadelphia, Pennsylvania [ ï¿½ ], 2006 JANNEY MONTGOMERY SCOTT LLC A.G. EDWARDS & SONS, INC. As Representatives of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladies and Gentlemen: Middlesex Water Company, a New Jersey corporation (ï¿½Middlesexï¿½), proposes, subject to the terms and conditions stated herein, to sell to the several . . . 2576938	Middlesex Middlesex Water Co. ( Water Utilities ) ;	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Underwriting Agreement: Nationwide Financial Services, Inc – Registration Statement, the Disclosure Package or the Prospectus. Except for 6,327 shares of Class B common stock of Artesian Resources Corporation and 2,364 shares of common stock of Nationwide Financial Services, Inc ., neither Middlesex nor the Subsidiaries owns any stock or other interest whatsoever, whether equity or debt, in any corporation, partnership or other entity other than Middlesexs direct or indirect _____________ dt 1652177
$60	Preview Full Doc	2006	Trust Indenture Trust Indenture (178K) Doc #2629271: Click preview link for longer preview. TRUST INDENTURE between YORK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, as Issuer and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Dated as of October 1, 2006 $10,500,000 YORK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY Exempt Facilities Revenue Bonds Series 2006 (The York Water Company Project) 950597.7 10/31/06 TABLE OF CONTENTS ARTICLE I - DEFINITIONS Section 1.1. Definitions. . . . 2629271	McGraw-Hill Companies McGraw-Hill Companies Inc. (