Attached files
Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of July 1, 2011, by and between SAN JOSE WATER COMPANY, a
California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is 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 Borrower 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 "Fifty Million
Dollars ($50,000,000.00)" as the maximum principal amount available under
the Line of Credit, and by substituting for said amount "Seventy-Five
Million Dollars ($75,000,000.00)."
2. Section 1.2 (a) is hereby deleted in its entirety, and the
following substituted therefor:
"(a) Interest. The outstanding principal balance of each
credit subject hereto shall bear interest, and the amount of each
drawing paid under the Standby Letter of Credit shall bear interest
from the date such drawing is paid to the date such amount is fully
repaid by Borrower, at the rate of interest set forth in each
promissory note or other instrument or document executed in
connection therewith."
3. The following is hereby added to the Credit Agreement as
Section 3.2 (c):
"(c) Additional Letter of Credit Documentation. Prior to
the issuance of each Letter of Credit, Bank shall have received a
Letter of Credit Agreement, properly completed and duly executed
by Borrower."
4. Section 4.9 (b) is hereby deleted in its entirety, and the
following substituted therefor:
"(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."
5. 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.
6. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth
therein. Borrower further certifies 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.
WELLS FARGO BANK,
SAN JOSE WATER COMPANY NATIONAL ASSOCIATION
By: /s/ W. Richard Roth By: /s/ Anthony White
-------------------- --------------------
W. Richard Roth Anthony White
President Relationship Manager
By: /s/ James P. Lynch
--------------------
James P. Lynch
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 SAN JOSE WATER COMPANY
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the
terms and conditions of that certain Revolving Line of Credit Note in the
maximum principal amount of $75,000,000.00, 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 Seventy-Five Million Dollars ($75,000,000.00).
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.
WELLS FARGO BANK,
SAN JOSE WATER COMPANY NATIONAL ASSOCIATION
By: /s/ W. Richard Roth By: /s/ Anthony White
-------------------- --------------------
W. Richard Roth Anthony White
President Relationship Manager
By: /s/ James P. Lynch
--------------------
James P. Lynch
Chief Financial Office
