SOUTHERN CALIFORNIA WATER CO
EXHIBIT 10.25
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>3
<FILENAME>a97331exv10w25.txt
<DESCRIPTION>EXHIBIT 10.25
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.25

                               AMENDMENT NO. 1 TO
                                CREDIT AGREEMENT

                  This Amendment No. 1 to Credit Agreement (this "Amendment"),
dated as of December 31, 2003, is entered into with reference to the Credit
Agreement (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") dated as of June 6, 2002 among American States Water
Company, a California corporation ("Borrower"), each lender from time to time a
party thereto (each a "Lender" and collectively, the "Lenders"), and Wells Fargo
Bank, National Association, as Administrative Agent (in such capacity, the
"Administrative Agent") and Lead Arranger. Capitalized terms not otherwise
defined herein shall have the meanings set forth for such terms in the Credit
Agreement. Section references herein are to sections of the Credit Agreement
unless otherwise indicated.

                  Borrower and the Administrative Agent, acting with the consent
of the Requisite Lenders, hereby agree as follows:

                  1.       Section 6.15 - Operating Leases. Section 6.15 is
hereby amended to read as follows:

                           6.15     Operating Leases. Incur any obligation to
                  pay rent under an operating lease in any Fiscal Year if to do
                  so would result in the aggregate obligation of Borrower and
                  its Subsidiaries to pay rent under all operating leases in
                  that Fiscal Year to exceed $3,000,000.

                  2.       Effectiveness. This Amendment shall become effective
on such date as the Administrative Agent shall have received each of the
following in form and substance satisfactory to the Administrative Agent (the
"Amendment No. 1 Effective Date"):

                           (a)      duly executed counterparts of this Amendment
         executed by the parties hereto;

                           (b)      written consent of the Requisite Lenders as
         required under Section 11.2 of the Credit Agreement in the form of
         Exhibit A to this Amendment; and

                           (c)      such other assurances, certificates,
         documents or consents related to the foregoing as the Administrative
         Agent or any Lender may reasonably request.

                  3.       Representations and Warranties. Except (i) for
representations and warranties which expressly speak as of particular date or
are no longer true and correct as a result of a change permitted by the Credit
Agreement or the other Loan Documents or (ii) as disclosed by Borrower and
approved in writing by the Requisite Lenders, Borrower hereby represents and
warrants that each representation and warranty made by Borrower in Article 4 of
the Credit Agreement (other than Sections 4.4, 4.6 (first sentence), 4.9 and
4.16) are true and correct as of the date hereof as though such representations
and warranties were made on and as of the date hereof. Without in any way
limiting the foregoing, Borrower represents and warrants to the Administrative
Agent and the Lenders that no Default or Event of Default

                                       -1-
<PAGE>

has occurred and remains continuing or will result from the amendments or
transactions set forth herein or contemplated hereby.

                  4.       Confirmation. In all respects, the terms of the
Credit Agreement and the other Loan Documents, in each case as amended hereby or
by the documents referenced herein, are hereby confirmed.

                     [THIS SPACE INTENTIONALLY LEFT BLANK -
                           SIGNATURE PAGES TO FOLLOW]

                                       -2-
<PAGE>

                  IN WITNESS WHEREOF, Borrower and the Administrative Agent,
acting with the consent of the Requisite Lenders, have executed this Agreement
as of the date first set forth above by their duly authorized representatives.

                                AMERICAN STATES WATER COMPANY,
                                a California corporation

                                By: /s/ McClellan Harris
                                    --------------------------------------------
                                    Name: McClellan Harris III
                                    Title: Sr. Vice President, Chief Financial
                                    Officer, Treasurer & Corporate Secretary

                                      S-1

<PAGE>

                                WELLS FARGO BANK, NATIONAL
                                ASSOCIATION,
                                as Administrative Agent

                                By: /s/ ANTHONY D. TURNER
                                    --------------------------------------------
                                    Name: ANTHONY D. TURNER
                                    Title: VICE PRESIDENT

                                      S-2
<PAGE>

                                    Exhibit A
                               CONSENT OF LENDER

                  Reference is hereby made to that certain Credit Agreement
dated as of June 6, 2002 (as amended, the "Credit Agreement") among American
States Water Company, a California corporation ("Borrower"), each lender from
time to time a party thereto (each a "Lender" and collectively, the "Lenders"),
and Wells Fargo Bank, National Association, as Administrative Agent (in such
capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms
used but not defined herein are used with the meanings set forth for those terms
in the Credit Agreement.

                  The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft dated February 13, 2004
presented to the undersigned Lender.

                  Date: February 19, 2004

                                    Comerica West Incorporated
                                    --------------------------
                                    [Name of Institution]

                                    By: /s/ Elise Walker
                                        ----------------------------------------

                                        Elise Walker
                                        ----------------------------------------
                                        [Printed Name and Title]

                                   Exhibit-A

<PAGE>

                                    Exhibit A
                               CONSENT OF LENDER

                  Reference is hereby made to that certain Credit Agreement
dated as of June 6, 2002 (as amended, the "Credit Agreement") among American
States Water Company, a California corporation ("Borrower"), each lender from
time to time a party thereto (each a "Lender" and collectively, the "Lenders"),
and Wells Fargo Bank, National Association, as Administrative Agent (in such
capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used
but not defined herein are used with the meanings set forth for those terms in
the Credit Agreement.

                  The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft dated February 13, 2004
presented to the undersigned Lender.

                  Date: February 18, 2004

                                    CoBank, ACB
                                    --------------------------------------------
                                    [Name of Institution]

                                    By: /s/ Teresa L. Fountain
                                        ----------------------------------------

                               Teresa L. Fountain, Assistant Corporate Secretary
                               -------------------------------------------------
                                           [Printed Name and Title]

                                   Exhibit-A
<PAGE>

                                    Exhibit A
                               CONSENT OF LENDER

                  Reference is hereby made to that certain Credit Agreement
dated as of June 6, 2002 (as amended, the "Credit Agreement") among American
States Water Company, a California corporation ("Borrower"), each lender from
time to time a party thereto (each a "Lender" and collectively, the "Lenders"),
and Wells Fargo Bank, National Association, as Administrative Agent (in such
capacity, the "Administrative Agent") and Lead Arranger, Capitalized terms used
but not defined herein are used with the meanings set forth for those terms in
the Credit Agreement.

                  The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft dated February 13, 2004
presented to the undersigned Lender.

                  Date: February __, 2004

                                            UNION BANK OF CALIFORNIA, N.A.
                                            ------------------------------------
                                            [Name of Institution]

                                            By: /s/ Susan K. Johnson
                                                --------------------------------
                                                     Susan K. Johnson
                                                     Vice President
                                                --------------------------------
                                                  [Printed Name and Title]

                                   Exhibit-A
<PAGE>

                                    Exhibit A
                               CONSENT OF LENDER

                  Reference is hereby made to that certain Credit Agreement
dated as of June 6, 2002 (as amended, the "Credit Agreement") among American
States Water Company, a California corporation ("Borrower"), each lender from
time to time a party thereto (each a "Lender" and collectively, the "Lenders"),
and Wells Fargo Bank, National Association, as Administrative Agent (in such
capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used
but not defined herein are used with the meanings set forth for those terms in
the Credit Agreement.

                  The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft dated February 13, 2004
presented to the undersigned Lender.

                  Date: February 25, 2004

                                    /s/  ANTHONY D. TURNER
                                    ------------------------------------------
                                    Wells Fargo Bank

                                    By: /s/ ANTHONY D. TURNER
                                        --------------------------------------
                                            VICE PRESIDENT

                                        --------------------------------------
                                        Anthony D. Turner
                                        Vice President

                                    Exhibit-A
<PAGE>

                                    Exhibit A
                               CONSENT OF LENDER

                  Reference is hereby made to that certain Credit Agreement
dated as of June 6, 2002 (as amended, the "Credit Agreement") among American
States Water Company, a California corporation ("Borrower"), each lender from
time to time a party thereto (each a "Lender" and collectively, the "Lenders"),
and Wells Fargo Bank, National Association, as Administrative Agent (in such
capacity, the "Administrative Agent") and Lead Arranger. Capitalized terms used
but not defined herein are used with the meanings set forth for those terms in
the Credit Agreement.

                  The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 1 to Credit Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft dated February 13, 2004
presented to the undersigned Lender.

                  Date: February 25, 2004

                                    Northern Trust Bank
                                    --------------------------------------------
                                    [Name of Institution]

                                    By: /s/ WILLIAM CLAYBAUGH
                                       -----------------------------------------

                                            William Claybaugh
                                       -----------------------------------------
                                            Vice President

                                   Exhibit-A
<PAGE>


                               CONSENT OF LENDERS

         Reference is made to the Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") dated as of June
6, 2002 among American States Water Company, a California corporation, as
Borrower ("Borrower"), each of the lenders from time to time parties thereto
(each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National
Association, as Administrative Agent (in such capacity, "Administrative Agent")
and Lead Arranger. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement. Section references herein relate to
the Credit Agreement unless otherwise noted.

         Each of the undersigned hereby (a) consents to the issuance by Wells
Fargo Bank, National Association, of its Irrevocable Letter of Credit No.
NZS430126 substantially in the form attached here as Exhibit A (the "Letter of
Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that
the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit
Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the
Credit Agreement, and (iii) will have an initial Stated Expiration Date of March
31, 2005, which date shall be greater than 365 days following the issuance of
the Letter of Credit.

         Dated as of this 19 day of February, 2004.

WELLS FARGO BANK,                            COBANK, ACB
NATIONAL ASSOCIATION
                                             By: _______________________________
By:______________________________________        Name:
   Name:                                         Title:
   Title:

UNION BANK OF CALIFORNIA, N.A.               COMERICA WEST INCORPORATED

By:______________________________________    By: /s/ Elise Walker
   Name:                                         _______________________________
   Title:                                        Name:   Elise Walker
                                                 Title: Vice President
NORTHERN TRUST BANK OF
CALIFORNIA, N.A.

By:______________________________________
   Name
   Title

                                      -1-
<PAGE>


                               CONSENT OF LENDERS

         Reference is made to the Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") dated as of June
6, 2002 among American States Water Company, a California corporation, as
Borrower ("Borrower"), each of the lenders from time to time parties thereto
(each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National
Association, as Administrative Agent (in such capacity, "Administrative Agent")
and Lead Arranger. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement. Section references herein relate to
the Credit Agreement unless otherwise noted.

         Each of the undersigned hereby (a) consents to the issuance by Wells
Fargo Bank, National Association, of its Irrevocable Letter of Credit No.
NZS430126 substantially in the form attached here as Exhibit A (the "Letter of
Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that
the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit
Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the
Credit Agreement, and (iii) will have an initial Stated Expiration Date of March
31, 2005, which date shall be greater than 365 days following the issuance of
the Letter of Credit.

         Dated as of this ____ day of February, 2004.

WELLS FARGO BANK,                            COBANK, ACB
NATIONAL ASSOCIATION
                                             By: /s/ Teresa L. Fountain
                                                ________________________________
By:______________________________________       Name: Teresa L. Fountain
    Name:                                       TITLE: Asst Corporate Secretary
    Title:

UNION BANK OF CALIFORNIA, N.A.               COMERICA WEST INCORPORATED

By:______________________________________    By: _______________________________
   Name:                                         Name:
   Title:                                        Title:

NORTHERN TRUST BANK OF
CALIFORNIA, N.A.

By:______________________________________
   Name:
   Title:

                                      -1-

<PAGE>

                               CONSENT OF LENDERS

         Reference is made to the Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") dated as of June
6, 2002 among American States Water Company, a California corporation, as
Borrower ("Borrower"), each of the lenders from time to time parties thereto
(each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank,
National Association, as Administrative Agent (in such capacity, "Administrative
Agent") and Lead Arranger. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement. Section references herein
relate to the Credit Agreement unless otherwise noted.

         Each of the undersigned hereby (a) consents to the issuance by
Wells Fargo Bank, National Association, of its Irrevocable Letter of Credit No.
NZS430126 substantially in the form attached here as Exhibit A (the "Letter of
Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that
the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit
Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the
Credit Agreement, and (iii) will have an initial Stated Expiration Date of March
31, 2005, which date shall be greater than 365 days following the issuance of
the Letter of Credit.

         Dated as of this 25 day of February, 2004.

WELLS FARGO BANK,                                COBANK, ACB
NATIONAL ASSOCIATION

By: /s/ ANTHONY D. TURNER                        By:___________________________
   ______________________________                   Name:
   Name: ANTHONY D. TURNER                          Title:
   Title: VICE PRESIDENT

UNION BANK OF CALIFORNIA, N.A.                   COMERICA WEST INCORPORATED

By:______________________________                By:____________________________
   Name:                                            Name:
   Title:                                           Title:

NORTHERN TRUST BANK OF
CALIFORNIA, N.A.

By:______________________________
   Name:
   Title:

                                       -1-
<PAGE>
                               CONSENT OF LENDERS

         Reference is made to the Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") dated as of June
6, 2002 among American States Water Company, a California corporation, as
Borrower ("Borrower"), each of the lenders from time to time parties thereto
(each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National
Association, as Administrative Agent (in such capacity, "Administrative Agent")
and Lead Arranger. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement. Section references herein relate to
the Credit Agreement unless otherwise noted.

         Each of the undersigned hereby (a) consents to the issuance by Wells
Fargo Bank, National Association, of its Irrevocable Letter of Credit No.
NZS430126 substantially in the form attached here as Exhibit A (the "Letter of
Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that
the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit
Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the
Credit Agreement, and (iii) will have an initial Stated Expiration Date of March
31, 2005, which date shall be greater than 365 days following the issuance of
the Letter of Credit.

         Dated as of this _____ day of February, 2004.

WELLS FARGO BANK,                      COBANK, ACB
NATIONAL ASSOCIATION

By:______________________________      By:______________________________
   Name:                                  Name:
   Title:                                 Title:

UNION BANK-OF CALIFORNIA, N.A.         COMERICA WEST INCORPORATED

By: /s/ Susan K. Johnson               By:______________________________
   ______________________________         Name:
   Name: Susan K. Johnson                 Title:
   Title: Vice President

NORTHERN TRUST BANK OF
CALIFORNIA, N.A.

By:______________________________
   Name:
   Title:

                                      -1-
<PAGE>

                               CONSENT OF LENDERS

         Reference is made to the Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") dated as of June
6, 2002 among American States Water Company, a California corporation, as
Borrower ("Borrower"), each of the lenders from time to time parties thereto
(each a "Lender" and collectively, the "Lenders") and Wells Fargo Bank, National
Association, as Administrative Agent (in such capacity, "Administrative Agent")
and Lead Arranger. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement. Section references herein relate to
the Credit Agreement unless otherwise noted.

         Each of the undersigned hereby (a) consents to the issuance by Wells
Fargo Bank, National Association, of its Irrevocable Letter of Credit No.
NZS430126 substantially in the form attached here as Exhibit A (the "Letter of
Credit"), in the stated amount of $585,000 and (b) acknowledges and agrees that
the Letter of Credit (i) is issued pursuant to Section 2.5 of the Credit
Agreement, (ii) shall constitute a "Letter of Credit" under the terms of the
Credit Agreement, and (iii) will have an initial Stated Expiration Date of March
31, 2005, which date shall be greater than 365 days following the issuance of
the Letter of Credit.

         Dated as office of this 25 day of February, 2004.

WELLS FARGO BANK,                      COBANK, ACB
NATIONAL ASSOCIATION

By:                                    By:
   -------------------------------        ------------------------------
   Name:                                  Name:
   Title:                                 Title:

UNION BANK-OF CALIFORNIA, N.A.         COMERICA WEST INCORPORATED

By:                                    By:
   -------------------------------        ------------------------------
   Name:                                  Name:
   Title:                                 Title:

NORTHERN TRUST BANK OF
CALIFORNIA, N.A.

By: /s/ WILLIAM CLAYBAUGH
   -------------------------------
   Name: William Claybaugh
   Title: Vice President

                                      -1-

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