Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 1, 2011, by and between SJW CORP., a California
corporation ("Corp") and SJW LAND COMPANY, a California corporation
("Landco") (with Corp and Landco sometimes hereinafter referred to
individually and collectively as "Borrower" or "Borrowers"), and ▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrowers are currently indebted to Bank pursuant to the
terms and conditions of that certain Credit Agreement between Borrower
and Bank dated as of May 27, 2010, as amended from time to time ("Credit
Agreement").
WHEREAS, Bank and Borrowers have agreed to certain changes in the
terms and conditions set forth in the Credit Agreement and have agreed to
amend the Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
that the Credit Agreement shall be amended as follows:
1. Section 1.1 (a) is hereby amended by deleting "Forty-five
Million Dollars ($45,000,000.00)" as the maximum principal amount
available under the Line of Credit, and by substituting for said amount
"Ten Million Dollars ($10,000,000.00)."
2. Section 4.9 is hereby deleted in its entirety, and the
following substituted therefor:
"SECTION 4.9. FINANCIAL CONDITION. Maintain the financial
condition of SJW Corp., on a consolidated basis, as follows using
generally accepted accounting principles consistently applied and used
consistently with prior practices (except to the extent modified by the
definitions herein):
(a) Funded Debt. Funded debt not at any time greater than 66-2/3 %
of Total Capitalization, with "Funded Debt" defined as any date of
determination as the sum of all obligations for borrowed money (including
subordinated debt) plus all capital lease obligations, and with "Total
Capitalization" defined as of any date of determination as the sum of (i)
stockholders' equity plus (ii) Funded Debt.
(b) EBIT Coverage Ratio. EBIT Coverage Ratio not less than 1.75 to
1.0 as of each calendar quarter end, determined on a rolling 4-quarter
basis, with "EBIT" defined as net profit before tax plus interest
expense, and with "EBIT Coverage Ratio" defined as EBIT divided by the
aggregate of total interest expense."
3. Except as specifically provided herein, all terms and
conditions of the Credit Agreement remain in full force and effect,
without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment. This
Amendment and the Credit Agreement shall be read together, as one
document.
4. Borrowers hereby remake all representations and warranties
contained in the Credit Agreement and reaffirm all covenants set forth
therein. Borrowers further certify that as of the date of this Amendment
there exists no Event of Default as defined in the Credit Agreement, nor
any condition, act or event which with the giving of notice or the
passage of time or both would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first written above.
▇▇▇▇▇ FARGO BANK,
SJW CORP. NATIONAL ASSOCIATION
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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W. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
President Relationship Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
SJW LAND COMPANY
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇
President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
SECOND MODIFICATION TO PROMISSORY NOTE
THIS MODIFICATION TO PROMISSORY NOTE (this "Modification") is
entered into as of July 1, 2011, by and between SJW CORP., and SJW LAND
COMPANY ("Borrower"), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the
terms and conditions of that certain Line of Credit in the maximum
principal amount of $10,000,000.00, executed by Borrower and payable to
the order of Bank, dated as of May 27, 2010 (the "Note"), which Note is
subject to the terms and conditions of a loan agreement between Borrower
and Bank dated as of May 27, 2010, as amended from time to time (the
"Loan Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the
terms and conditions set forth in the Note, and have agreed to modify the
Note to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
that the Note shall be modified as follows:
1. The maximum principal amount available under the Note is
hereby modified to be Ten Million Dollars ($10,000,000.00).
2. The effective date of the changes set forth herein shall be
July 1, 2011.
3. Except as expressly set forth herein, all terms and conditions
of the Note remain in full force and effect, without waiver or
modification. All terms defined in the Note or the Loan Agreement shall
have the same meaning when used in this Modification. This Modification
and the Note shall be read together, as one document.
4. Borrower certifies that as of the date of this Modification
there exists no Event of Default under the Note, nor any condition, act
or event which with the giving of notice or the passage of time or both
would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this
Modification to be executed as of the day and year first written above.
▇▇▇▇▇ FARGO BANK,
SJW CORP. NATIONAL ASSOCIATION
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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W. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
President Relationship Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
SJW LAND COMPANY
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇
President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
