Amendment No. 2 to Credit Agreement, dated March 24, 2021, by and among Cadiz Inc., and Cadiz Real Estate LLC, as borrowers, Apollo Special Situation Fund, L.P., as lender, and Wells Fargo Bank, National Association, as administrative agent

EXHIBIT 10.41

AMENDMENT NO. 2

TO

CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of March 24, 2021, by and among Cadiz Inc., a Delaware corporation (“Cadiz”), Cadiz Real Estate LLC, a Delaware limited liability company (“CRE”; together with Cadiz, the “Borrowers”), Apollo Special Situations Fund, L.P. (the “Lender”) and the Agent (as defined below), with reference to the following:

A.        Pursuant to that certain Credit Agreement, dated as of May 1, 2017 (as amended by the Waiver and Amendment No. 1 to Credit Agreement, dated as of March 4, 2020, the “Credit Agreement”), among the Borrowers, the Lender and Wells Fargo Bank, National Association as agent (the “Agent”), the Lender made a term loan to the Borrowers in the initial principal amount of $60,000,000.  Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Credit Agreement.

B.        The Borrowers, the Agent and the Lender desire to amend the Credit Agreement on the terms and conditions set forth herein.  The Lender is the only Lender party to the Credit Agreement as of the date hereof and constitutes the “Required Lenders” under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, the Lender, the Agent and the Borrowers agree as follows:

““Extended Maturity Date”: as defined in Section 2.2(b).

“Second Extension Option”: as defined in Section 2.2(b).”

““Maturity Date”: the date that is the four (4) year anniversary of the Closing Date (or the next succeeding Business Day if such date is not a Business Day) (such date, as may be extended pursuant to Section 2.2(a) or Section 2.2(b), the “Non-Springing Maturity Date”).”

““Warrants”: warrants to purchase Common Stock issued by the Company to the Lenders on the Closing Date, as amended by that certain Amendment No. 1 to Warrant, dated as of March 4, 2020, as amended by that certain Amendment No. 2 to Warrant, dated as of March 24, 2021, and as may be further amended, supplemented, restated or otherwise modified from time to time.”

“(b)      The Borrowers shall have a second option (the “Second Extension Option”) (which shall be binding on the Lenders), exercisable by written notice to the Agent (who shall promptly deliver notice thereof to the Lenders) given prior to 5:00 p.m. Eastern Standard Time on the Business Day prior to the Non-Springing Maturity Date, as extended by the Extension Option to the extent exercised, but prior to giving effect to the Second Extension Option (such extended maturity date, the “Extended Maturity Date”), to extend the Extended Maturity Date for a period of six (6) months.  In no event shall such extension result in an extension for a period of more than six (6) months following the Extended Maturity Date.  Upon delivery of such notice, the Extended Maturity Date shall be extended for six (6) months so long as (i) no Default or Event of Default exists or is continuing and (ii) the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of the extension election date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).”

“(a)        At any time and from time to time, the Borrowers may prepay the Secured Term Loans, in whole or in part (in increments of not less than $100,000), for an amount equal to the Accreted Loan Value of the amount being prepaid through the day prior to the date of such prepayment plus the Applicable Prepayment Premium, upon at least three (3) Business Days’ notice to the Agent, which notice shall specify the principal amount of the Secured Term Loans to be prepaid, the total prepayment amount and the date on which such prepayment will be delivered to the Agent.”

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IN WITNESS WHEREOF, the Borrowers, the Agent and the Lender have executed this Agreement as of the date set forth on the first page of this Agreement.

IN WITNESS WHEREOF, the Borrowers, the Agent and the Lender have executed this Agreement as of the date set forth on the first page of this Agreement.

IN WITNESS WHEREOF, the Borrowers, the Agent and the Lender have executed this Agreement as of the date set forth on the first page of this Agreement.