Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K for the Year Ended Decmeber 31, 2012 HTML 872K
4: EX-10.3 Material Contract HTML 37K
2: EX-10.36 Material Contract HTML 28K
3: EX-10.37 Material Contract HTML 41K
5: EX-10.38 Material Contract HTML 29K
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10: EX-10.43 Material Contract HTML 248K
11: EX-21.1 Subsidiaries List HTML 23K
12: EX-23.1 Consent of Experts or Counsel HTML 25K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
16: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
62: R1 Document And Entity Information HTML 53K
51: R2 Consolidated Statements of Operations (Unaudited) HTML 62K
60: R3 Consolidated Balance Sheets HTML 105K
64: R4 Consolidated Balance Sheets (Parentheticals) HTML 36K
80: R5 Consolidated Statements of Cash Flows HTML 117K
53: R6 Consolidated Statements of Stockholders' (Deficit) HTML 75K
Equity
59: R7 Note 1 - Description of Business HTML 29K
47: R8 Note 2 - Summary of Significant Accounting HTML 73K
Policies
37: R9 Note 3 - Property, Plant, Equipment and Water HTML 49K
Programs
81: R10 Note 4 - Other Assets HTML 36K
66: R11 Note 5 - Accrued Liabilities HTML 38K
65: R12 Note 6 - Long-Term Debt HTML 87K
71: R13 Note 7 - Income Taxes HTML 73K
72: R14 Note 8 - Employee Benefit Plans HTML 33K
69: R15 Note 9 - Common Stock and Warrants HTML 43K
73: R16 Note 10 - Stock-Based Compensation Plans and HTML 138K
Warrants
61: R17 Note 11 - Segment Information HTML 32K
63: R18 Note 12 - Commitments And Contingencies HTML 41K
68: R19 Note 13 - Quarterly Financial Information HTML 75K
(Unaudited)
87: R20 Note 14 - Fair Value Measurements HTML 63K
76: R21 Note 15 - Subsequent Event HTML 36K
56: R22 Schedule 1 - Valuation and Qualifying Accounts HTML 62K
67: R23 Accounting Policies, by Policy (Policies) HTML 135K
58: R24 Note 2 - Summary of Significant Accounting HTML 36K
Policies (Tables)
30: R25 Note 3 - Property, Plant, Equipment and Water HTML 47K
Programs (Tables)
77: R26 Note 4 - Other Assets (Tables) HTML 35K
83: R27 Note 5 - Accrued Liabilities (Tables) HTML 36K
42: R28 Note 6 - Long-Term Debt (Tables) HTML 77K
41: R29 Note 7 - Income Taxes (Tables) HTML 66K
45: R30 Note 10 - Stock-Based Compensation Plans and HTML 124K
Warrants (Tables)
46: R31 Note 12 - Commitments And Contingencies (Tables) HTML 31K
48: R32 Note 13 - Quarterly Financial Information HTML 72K
(Unaudited) (Tables)
28: R33 Note 14 - Fair Value Measurements (Tables) HTML 55K
74: R34 Note 1 - Description of Business (Detail) HTML 25K
55: R35 Note 2 - Summary of Significant Accounting HTML 162K
Policies (Detail)
57: R36 Note 2 - Summary of Significant Accounting HTML 30K
Policies (Detail) - Adjustments to Goodwill
33: R37 Note 3 - Property, Plant, Equipment and Water HTML 38K
Programs (Detail) - Property, Plant, Equipment and
Water Programs
86: R38 Note 4 - Other Assets (Detail) HTML 27K
23: R39 Note 4 - Other Assets (Detail) - Other Assets HTML 33K
49: R40 Note 5 - Accrued Liabilities (Detail) - Accrued HTML 43K
Liabilities
79: R41 Note 6 - Long-Term Debt (Detail) HTML 55K
32: R42 Note 6 - Long-Term Debt (Detail) - Carrying Amount HTML 42K
of The Company’s Outstanding Debt
40: R43 Note 6 - Long-Term Debt (Detail) - Carrying Amount HTML 26K
of The Company’s Outstanding Debt (Parentheticals)
44: R44 Note 6 - Long-Term Debt (Detail) - Annual HTML 41K
Maturities of Long-Term Debt Outstanding
52: R45 Note 6 - Long-Term Debt (Detail) - Tranches in HTML 43K
connection with Term Loan
27: R46 Note 7 - Income Taxes (Detail) HTML 49K
36: R47 Note 7 - Income Taxes (Detail) - Deferred Taxes HTML 53K
25: R48 Note 7 - Income Taxes (Detail) - A Reconciliation HTML 49K
of the Income Tax Benefit to the Statutory Federal
Income Tax Rate
78: R49 Note 7 - Income Taxes (Detail) - A Reconciliation HTML 27K
of the Income Tax Benefit to the Statutory Federal
Income Tax Rate (Parentheticals)
31: R50 Note 8 - Employee Benefit Plans (Detail) HTML 28K
75: R51 Note 9 - Common Stock and Warrants (Detail) HTML 69K
34: R52 Note 10 - Stock-Based Compensation Plans and HTML 133K
Warrants (Detail)
50: R53 Note 10 - Stock-Based Compensation Plans and HTML 36K
Warrants (Detail) - Fair Value Assumptions for
Stock Options
24: R54 Note 10 - Stock-Based Compensation Plans and HTML 50K
Warrants (Detail) - Stock Option Activity
26: R55 Note 10 - Stock-Based Compensation Plans and HTML 57K
Warrants (Detail) - Stock Option Transactions
43: R56 Note 10 - Stock-Based Compensation Plans and HTML 52K
Warrants (Detail) - Nonvested Stock Option
Activity
29: R57 Note 12 - Commitments And Contingencies (Detail) HTML 41K
82: R58 Note 12 - Commitments And Contingencies (Detail) - HTML 38K
Future Minimum Rental Commitments
54: R59 Note 13 - Quarterly Financial Information HTML 44K
(Unaudited) (Detail) - Quarterly Financial
Information
70: R60 Note 14 - Fair Value Measurements (Detail) - HTML 31K
Assets and Liabilities Measured at Fair Value
35: R61 Note 15 - Subsequent Event (Detail) HTML 64K
38: R62 Schedule 1 - Valuation and Qualifying Accounts HTML 33K
(Detail) - Valuation and Qualifying Accounts
84: XML IDEA XML File -- Filing Summary XML 118K
39: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.34M
17: EX-101.INS XBRL Instance -- cdzi-20121231 XML 1.71M
19: EX-101.CAL XBRL Calculations -- cdzi-20121231_cal XML 124K
20: EX-101.DEF Definition Linkbase Doucment -- cdzi-20121231_def XML 851K
21: EX-101.LAB Labels Linkbase Doucment -- cdzi-20121231_lab XML 1.04M
22: EX-101.PRE XBRL Presentations -- cdzi-20121231_pre XML 819K
18: EX-101.SCH Schema Doucment -- cdzi-20121231 XSD 174K
85: ZIP XBRL Zipped Folder -- 0000727273-13-000008-xbrl Zip 154K
This AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) is entered into as of March 5, 2013. The parties to this Amendment are hereinafter sometimes referred to collectively as the "Parties".
RECITALS:
WHEREAS, Cadiz Inc. (“Cadiz”) and M. Solomon & Associates, Inc. (the “Independent Member”) have entered into a Limited Liability Company Agreement of Cadiz Real Estate LLC (the “LLC”) dated as of December 11, 2003, as amended by Amendment No. 1 dated October 29, 2004 (the "LLC Agreement"); and
WHEREAS, pursuant to Section 9.1 of the LLC Agreement, for as long as any amounts due under the terms of the New Note are outstanding, any amendment to the LLC Agreement requires the prior written consent of (i) the lenders holding at least 66% of the interest in the New Note or such higher supermajority as may be required pursuant to the terms of the New Note, and (ii) the Independent Member; and
WHEREAS, as of June 30, 2006, the New Note was repaid in full, as a consequence of which the LLC Agreement may be amended as of the date hereof without the prior written consent of (i) the lenders holding at least 66% of the interest in the New Note or such higher supermajority as may be required pursuant to the terms of the New Note, and (ii) the Independent Member; and
WHEREAS, the New Note was repaid in full using proceeds of a convertible term loan facility (the "Term Loan Facility") evidenced by a Credit Agreement, dated as of June 26, 2006, as amended (the "Credit Agreement"); and
WHEREAS, concurrently herewith the parties to the Credit Agreement are entering into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), among Cadiz, the LLC, the lenders from time to time party thereto and LC Capital Master Fund, Ltd. , as administrative agent.
WHEREAS, Section 3.1(b) of the LLC Agreement provides that the Independent Member shall cease to be a Member at such time as all amounts due under the terms of the New Note are no longer outstanding, so that M. Solomon & Associates, Inc. ceased to be the Independent Member in 2006 upon the payment in full of the New Note; and
WHEREAS, Section 4.1(a) of the LLC Agreement provides that the Independent Manager shall cease to be a member of the Board of Managers at such time as all amounts due under the terms of the New Note are no longer outstanding, so that M. Solomon & Associates, Inc. ceased to be the Independent Manager in 2006 upon the payment in full of the New Note; and
WHEREAS, it is a requirement of the Amended and Restated Credit Agreement that the LLC Agreement be amended as provided herein;
NOW THEREFORE, in consideration of the above recitals, the promises and the mutual representations, warranties, covenants and agreements herein contained, the undersigned, constituting the sole Member and all of the Managers of the LLC hereby agree as follows:
1. Amendment of Section 1.1. Section 1.1 the LLC Agreement is hereby amended as follows:
a. The definitions of "Bank" (Section 1.1(d)), "New Note" (Section 1.1(s)), "Restructuring" (Section 1.1(u)), Sixth Amended and Restated Credit Agreement" (Section 1.1(v)) and "Sixth Global Amendment Agreement" (Section 1.1(w)) are hereby deleted;
b. The reference to M. Solomon Associates, Inc., within the definition of "Independent Member" (Section 1.1(m)) is hereby deleted;
c. Section 1.1(x) is hereby added to read in its entirety as follows:
"(x) "Term Loan Facility" shall mean all obligations of any borrower evidenced by, or under, that certain Amended and Restated Credit Agreement dated as of March 5, 2013 among Cadiz and the Company, as borrowers, the several Lenders from time to time parties thereto, and LC Capital Master Fund, Ltd., as Administrative Agent (as such Agreement may be amended from time to time); and
d. Section 1.1(y) is hereby added to read in its entirety as follows:
"(y) "Agent" shall mean the Administrative Agent as set forth in the Term Loan Facility."
2. "New Note" Replaced by "Term Loan Facility". Each and every reference to "New Note" in the LLC Agreement (other than in Section 1.1) is hereby deleted and replaced by a corresponding reference to "Term Loan Facility.
3. "Bank" Replaced by "Agent". Each and every reference to "Bank" in the LLC Agreement (other than in Section 1.1) is hereby deleted and replaced by a corresponding reference to "Agent".
4. Amendment of Section 3.1(b). The first sentence of Section 3.1(b) of the LLC Agreement is hereby amended to read in its entirety as follows:
"The Company shall have an Independent Member as and when appointed by the Agent, provided, however, that the Independent Member shall cease to be a Member at such times as all amounts due under the terms of the Term Loan Facility are no longer outstanding."
5. Amendment of Section 3.5(a). The final sentence of the first paragraph of Section 3.5(a) of the LLC Agreement is hereby amended to add, at the end of such sentence, the phrase “or is otherwise permitted under the terms of the Term Loan Facility”.
6. Amendment of Section 3.5(a)(iv). Section 3.5(a)(iv) of the LLC Agreement is hereby amended to substitute the term “Term Loan Facility” for the term “Restructuring” therein.
7. Amendment of Section 5.1. The second sentence of Section 5.1 of the LLC Agreement is hereby deleted in its entirety.
8. Amendment of Section 9.7. Section 9.7 the LLC Agreement is hereby amended to replace the final clause of the first full paragraph to read "in each case addressed to Cadiz and to the Independent Member at the last known address of such party", and to delete the remainder of Section 9.7.
9. Company Address. Each and every reference to the business address of the Company in the LLC Agreement is hereby deleted and replaced by a corresponding reference to “550 S. Hope Street, Suite 2850, Los Angeles California 90071".
10. Existing LLC Agreement. Except as otherwise amended or modified herein or hereby, the provisions of the LLC Agreement are hereby reaffirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 2 to Limited Liability Company Agreement to be executed and delivered as of the date first above written.
