6th Amendment to Northstar Agreement








Execution
Version
SIXTH AMENDMENT TO
CREDIT AGREEMENT




THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 21, 2013, by and among PICO Northstar Hallock, LLC, a Delaware limited liability company (the “Borrower”), PICO Northstar, LLC, a Delaware limited liability company (the “Parent Guarantor”), the lenders from time to time party to the Credit Agreement, as defined below (the “Lenders”), and ING Capital LLC, a Delaware limited liability company, as agent for the Lenders (the “Agent”).


W I T N E S S E T H:


WHEREAS, the Borrower, the Parent Guarantor, the Lenders and the Agent are parties to that certain Credit Agreement dated as of June 13, 2011, which was amended pursuant to that certain First Amendment to Credit Agreement dated as of October 14, 2011, which was further amended pursuant to that certain Second Amendment to Credit Agreement dated as of February 8, 2012, which was further amended by that certain Third Amendment to Credit Agreement dated as of May 25, 2012, which was further amended by that certain Fourth Amendment to Credit Agreement dated as of August 14, 2012, and which was further amended by that certain Fifth Amendment to Credit Agreement dated as of October 17, 2012 (as so amended, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment and as hereafter amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; and


WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein, and the Lenders have agreed to so amend the Credit Agreement as set forth herein, subject to the terms and conditions hereof;


NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Parent Guarantor, the Required Lenders and the Agent hereby agree as follows:


1.Amendment to Section 1.1 of the Credit Agreement.  The Existing Credit Agreement is
 hereby amended by the addition of the following definitions:


“First DSCR Preferred Equity Issuance” means the issuance by the Parent Guarantor in December, 2012, of Qualified Preferred Equity Interests in exchange for the Sponsor Temporary Working Capital Loan in the original principal amount of $10,500,000.
“Other DSCR Preferred Equity Issuance” means one or more issuances by the Parent Guarantor on or after the Sixth Amendment Effective Date and on or prior to March 31, 2014, of Qualified Preferred Equity Interests for cash the proceeds of which are contributed by the Parent Guarantor to the equity capital of the Borrower; provided, however that no Financial Covenant Default Contribution shall constitute an Other DSCR Preferred Equity Issuance.


“Sixth Amendment” means that certain Sixth Amendment to Credit Agreement dated as of March 21, 2013.











“Sixth Amendment Effective Date” means the date on which the Agent determines that the conditions to effectiveness set forth in Section 4 of the Sixth Amendment have been satisfied.


2.Amendment to Section 1.1 of the Credit Agreement.  The Existing Credit Agreement is hereby amended by replacing the definition of “Debt Service Coverage Ratio” in its entirety with the following:


“Debt Service Coverage Ratio” means, for any period, the ratio of (a) EBITDA of the Borrower and its Subsidiaries for such period less (i) Consolidated Capital Expenditures for such period (excluding that portion of Consolidated Capital Expenditures that is financed by Indebtedness (other than the Obligations)) plus (ii) the proceeds of the First DSCR Preferred Equity Issuance and the proceeds of all Other DSCR Preferred Equity Issuances to the extent such proceeds of such First DSCR Preferred Equity Issuance and such Other DSCR Preferred Equity Issuances are received by the Parent Guarantor and contributed by the Parent Guarantor to the equity capital of the Borrower during the four consecutive Fiscal Quarters ending on the last day of such period less (iii) Permitted Tax Distributions with respect to such period less (iv) any other distributions made by the Parent Guarantor to its members during such period to (b) Debt Service for such period.


3.Amendment to Section 3.3.1(j) of the Credit Agreement.  The Existing Credit Agreement is hereby amended by replacing clause (j) of Section 3.3.1 in its entirety with the following:


(j)    shall, promptly after (and in any event within two (2) Business Days following) receipt by the Borrower or any Subsidiary or the Agent of any Net Securities Proceeds (excluding Net Securities Proceeds resulting from (i) any Additional Equity Issuance (2012), (ii) the First DSCR Preferred Equity Issuance, or (ii) Other DSCR Preferred Equity Issuances in an aggregate amount during the term of this Agreement not to exceed $15,000,000), make a payment to the Agent in an amount equal to such Net Securities Proceeds; provided, that this clause (j) of Section 3.3.1 shall not in any event be deemed a consent to any issuance or sale of Stock by any Loan Party that is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents;” 
4.Conditions to Effectiveness of this Amendment.  Notwithstanding any other provision of this Amendment, this Amendment shall not become effective, and the Borrower and the Parent Guarantor shall have no rights under this Amendment, until each of the following conditions shall have been satisfied:


(a)    the Agent shall have received duly authorized, executed and delivered counterparts to this Amendment from each of the Borrower, the Parent Guarantor, the Required Lenders, the Sponsor and the Agent;


(b)    the Agent shall have received evidence satisfactory to the Agent that the Sponsor has made, and the Borrower has received the proceeds of, an Other DSCR Preferred Equity Issuance of not less than $8,500,000, together with copies of all documents evidencing such issuance; and




(c)    the Borrower shall have made payment or reimbursement of all costs and expenses of the Agent which have been invoiced not later than one Business Day prior to the date of this Amendment, including, without limitation, fees and expenses of King & Spalding LLP, counsel to the Agent.











5.Representations and Warranties.  To induce the Lenders and the Agent to enter into this Amendment, each of the Borrower, the Parent Guarantor and the Sponsor hereby represents and warrants to the Lenders and the Agent as follows: 


(a)    The execution, delivery and performance by it of this Amendment are within its  organizational powers and have been duly authorized by all necessary organizational, and if required, shareholder, partner or member action.


(b)    The execution, delivery and performance by it of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of its Organizational Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which it is a party or affecting it or its properties or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its property is subject; or (c) violate any applicable law.


(c)    This Amendment has been duly executed and delivered by it, and the Credit Agreement, as amended by this Amendment, constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity and public policy.


(d)    The representations and warranties of the Borrower and the Parent Guarantor contained in the Credit Agreement and the other Loan Documents (i) were true and correct in all material respects as of the date initially made, and (ii) are true and correct in all material respects with the same effect as if made on the date hereof and both before and after giving effect to this Amendment and the amendments set forth herein (except to the extent expressly stated to be as of an earlier date).


(e)    No material adverse development has occurred in any litigation, arbitration or governmental investigation or proceeding which renders such litigation, arbitration or governmental investigation or proceeding likely to succeed and, which, if successful could reasonably be expected to result in a Material Adverse Change.


(f)    No Default or Event of Default has occurred and is continuing or would result from this Amendment or the transactions contemplated hereby.


(g)    Since the Closing Date, no event has occurred which has had, or could reasonable be expected to have, a material adverse effect on the property, assets, nature of assets, business, operations, liabilities, condition (financial or otherwise) or prospects of the Borrower or the Project or (b) has resulted, or could reasonable be expected to result, in a Material Adverse Change.


6.Reaffirmations and Acknowledgments.  Each of the Parent Guarantor and the Borrower hereby acknowledges that, as of the date hereof, the security interests and Liens granted to the Agent and the Secured Parties under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. 


7.Reaffirmation and Agreement Regarding Agreement to Contribute Capital.  The Sponsor hereby acknowledges and agrees that neither the First DSCR Preferred Equity Issuance nor any Other DSCR 









Preferred Equity Issuance made by the Sponsor shall be deemed to have satisfied the obligation of the Sponsor to make any Financial Covenant Default Contribution under the Agreement to Contribute Capital.
 
8.Effect of Amendment.  Except as expressly set forth herein, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower and the Parent Guarantor to the Lenders, the Agent and the other Secured Parties, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document.  This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.  


9.Governing Law.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


10.No Novation.  This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.


11.Costs and Expenses.  The Borrower agrees to pay all costs and expenses of the Agent in connection with this Amendment in accordance with Section 9.3 of the Credit Agreement, including without limitation, the reasonable costs and attorneys' fees of King & Spalding LLP, counsel to the Agent.


12.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Amendment shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile, pdf or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.


13.Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.




[signature pages follow]











































IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


ING CAPITAL LLC,
as the Agent and a Lender




By:   /s/ Daniel W. Lamprecht                       
		
	    
	Daniel W. Lamprecht


Managing Director  
    


PICO NORTHSTAR HALLOCK, LLC,
as the Borrower




By:   /s/ Neil C. Juhnke                                  
		
	    
	Neil C. Juhnke


President and Chief Operating Officer  




PICO NORTHSTAR, LLC,
as the Parent Guarantor




By:   /s/ Neil C. Juhnke                                  
		
	    
	Neil C. Juhnke


President and Chief Operating Officer  




































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















The undersigned hereby consents to the foregoing Sixth Amendment to Credit Agreement and hereby agrees to the provisions of Section 7.


PICO HOLDINGS, INC.,
as the Sponsor




By:   /s/ John R. Hart                                    
		
	    
	John R. Hart


Chief Executive Officer  


















































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















AGCOUNTRY FARM CREDIT SERVICES, FLCA, 
as a Lender




By: ______________________________________
Name:














































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















AGFIRST FARM CREDIT BANK, 
as a Lender




By: ______________________________________
Name:
Title:










































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]

















FARM CREDIT SERVICES OF AMERICA, PCA, 
as a Lender




By: ______________________________________
Name:
Title:












































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















FARM CREDIT WEST, FLCA, 
as a Lender




By: ______________________________________
Name:
Title:










































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]

















MACQUARIE BANK LIMITED,
as a Lender




By: ______________________________________
Name: 
Title: 












































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















KODABANK,
as a Lender






By: ______________________________________
Name: 












































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]















AGSTAR FINANCIAL SERVICES, FLCA,
as a Lender






By: ______________________________________
Name: 
Title:
























































































[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT
PICO NORTHSTAR HALLOCK]