Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as
of December 16, 2010, 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 XXXXX 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 "Ten Million Dollars
($10,000,000.00)" as the maximum principal amount available under the Line of
Credit, and by substituting for said amount "Forty Five Million Dollars
($45,000,000.00)".
2. Section 4.9. of the Credit Agreement is hereby renumbered as 4.10.
3. The following is hereby added to the Credit Agreement as Section 4.9.:
"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 60% 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 2.0 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"
4. 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.
5. 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.
SJW CORP.
By: /s/ W. Xxxxxxx Xxxx
______________________
W. Xxxxxxx Xxxx, President
By: /s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx, Chief Financial Officer
SJW LAND COMPANY
By: /s/ W. Xxxxxxx Xxxx
______________________
W. Xxxxxxx Xxxx, President
By: /s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx, Chief Financial Officer
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
_______________________
for Xxxxxxx Xxxxx, Relationship Manager
FIRST MODIFICATION TO PROMISSORY NOTE
THIS MODIFICATION TO PROMISSORY NOTE (this "Modification") is entered into
as of December 16, 2010, by and between SJW CORP., and SJW LAND COMPANY
("Borrower"), and XXXXX 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 Forty Five Million Dollars ($45,000,000.00).
2. The effective date of the changes set forth herein shall be December
16, 2010.
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.
SJW CORP.
By: /s/ W. Xxxxxxx Xxxx
______________________
W. Xxxxxxx Xxxx, President
By: /s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx, Chief Financial Officer
SJW LAND COMPANY
By: /s/ W. Xxxxxxx Xxxx
______________________
W. Xxxxxxx Xxxx, President
By: /s/ Xxxxx X. Xxxxx
______________________
Xxxxx X. Xxxxx, Chief Financial Officer
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
_______________________
for Xxxxxxx Xxxxx, Relationship Manager
