Exhibit 10.1
EXECUTION VERSION
FIRST
AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of
August 2, 2023 (the First Amendment Effective Date), is entered into by and among SJW GROUP, a Delaware corporation, SAN JOSE WATER COMPANY, a California corporation, SJWTX, INC., a Texas corporation, CONNECTICUT WATER
SERVICE, INC., a Connecticut corporation (each, a Borrower), the financial institutions listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the Administrative Agent).
Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Amended Credit Agreement (as hereinafter defined) as amended hereby.
A. WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of August 2, 2022
(as amended, restated, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement, and as amended by this Amendment, the Amended Credit Agreement);
B. WHEREAS, each Borrower has requested that the Lenders and the Administrative Agent agree to extend the Maturity Date and to make certain
other amendments to the Existing Credit Agreement; and
C. WHEREAS, subject to the terms and conditions set forth herein, the
Administrative Agent and the Lenders have agreed to extend the Maturity Date with respect to their Commitments and to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms
and conditions of this Amendment and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound, hereby agree as follows:
1. Amendments to Existing Credit Agreement. Effective as of the First Amendment Effective Date but subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the parties hereto agree that the Existing Credit Agreement is amended as follows:
(a) The definition of Maturity Date appearing in Section 1.01 of the Existing Credit Agreement is amended to
delete the reference to August 2, 2027 appearing therein and to replace such reference with August 2, 2028.
(b) Section 2.12(a) of the Existing Credit Agreement is amended and restated in its entirety as follows:
(a) Each Borrower agrees to pay to the Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount
of the Available Revolving Commitment of the Lender with respect to the Revolving Sublimit of such Borrower during the period from and including the Effective Date to but excluding the date on which the Lenders Commitment terminates.
Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth day following such last day and on the date on which the Commitments terminate, commencing on
the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).