SJW-6.30.14-EX10.4






Exhibit 10.4


THIRD AMENDMENT TO CREDIT AGREEMENT




THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 1, 2014, by and between SJW CORP., a California corporation and SJW LAND COMPANY, a California corporation (each individually a "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").  Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.


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 March 1, 2012, 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. (c) is hereby deleted in its entirety, and the following substituted therefor:


"(c)    Borrowing and Repayment.  Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.  Notwithstanding the foregoing, Borrower shall maintain a zero balance on advances under the Line of Credit for a period of at least thirty (30) consecutive days during (i) the period commencing September 1, 2013 and ending October 31, 2014, (ii) the period commencing November 1, 2014 and ending August 31, 2015, and (iii) each twelve month period thereafter commencing September 1, 2015."


2.    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.


3.    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,
	 

	 
	SJW CORP.
	 
	 
	 NATIONAL ASSOCIATION
	 

	 
	 
	 
	 
	 
	 

	By:
	/s/ W. RICHARD ROTH
	 
	By:
	/s/ STEPHEN C. CORDANI
	 

	 
	W. RICHARD ROTH,
	 
	 
	STEPHEN C. CORDANI,
	 

	 
	PRESIDENT
	 
	 
	SENIOR VICE PRESIDENT
	 

	 
	 
	 
	 
	 
	 

	By:
	/s/ JAMES P. LYNCH
	 
	 
	 
	 

	 
	JAMES P. LYNCH,
	 
	 
	 
	 

	 
	CHIEF FINANCIAL OFFICER
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	SJW LAND COMPANY
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	By:
	/s/ W. RICHARD ROTH
	 
	 
	 
	 

	 
	W. RICHARD ROTH,
	 
	 
	 
	 

	 
	PRESIDENT
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	By:
	/s/ JAMES P. LYNCH
	 
	 
	 
	 

	 
	JAMES P. LYNCH,
	 
	 
	 
	 

	 
	CHIEF FINANCIAL OFFICER